Exhibit 10.2


PURCHASE AGREEMENT


by
and among


MOUNT
SNOW LTD.


L.B.O.
HOLDING, INC.


AMERICAN SKIING COMPANY


and


PEAK
RESORTS, INC.






February
16, 2007






 


 


 


 


 






 


















TABLE
OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
  ARTICLE I

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CERTAIN
  DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Certain Definitions

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Other Capitalized Terms

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE II

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CALCULATION OF
  PURCHASE PRICE AND PAYMENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Sale and Purchase of Stock

  	
   

  	
  10

  
	
  2.2

  	
   

  	
  Payment at the Closing

  	
   

  	
  11

  
	
  2.3

  	
   

  	
  Income Adjustment and Working Capital Adjustments

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE III

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF

  	
   

  	
   

  
	
   

  	
   

  	
  THE SELLERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Organization and Qualification

  	
   

  	
  14

  
	
  3.2

  	
   

  	
  Title to the Stock

  	
   

  	
  14

  
	
  3.3

  	
   

  	
  Subsidiaries

  	
   

  	
  15

  
	
  3.4

  	
   

  	
  Binding Obligation

  	
   

  	
  15

  
	
  3.5

  	
   

  	
  No Default or Conflicts

  	
   

  	
  15

  
	
  3.6

  	
   

  	
  No Governmental Authorization or Consent Required

  	
   

  	
  16

  
	
  3.7

  	
   

  	
  Financial Statements

  	
   

  	
  16

  
	
  3.8

  	
   

  	
  Powers of Attorney

  	
   

  	
  16

  
	
  3.9

  	
   

  	
  Brokers

  	
   

  	
  16

  
	
  3.10

  	
   

  	
  Compliance with Laws

  	
   

  	
  17

  
	
  3.11

  	
   

  	
  Insurance

  	
   

  	
  17

  
	
  3.12

  	
   

  	
  Litigation

  	
   

  	
  17

  
	
  3.13

  	
   

  	
  Approvals

  	
   

  	
  18

  
	
  3.14

  	
   

  	
  Labor Matters

  	
   

  	
  18

  
	
  3.15

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  19

  
	
  3.16

  	
   

  	
  Real Property

  	
   

  	
  21

  
	
  3.17

  	
   

  	
  Tax Matters

  	
   

  	
  24

  
	
  3.18

  	
   

  	
  Contracts and Commitments

  	
   

  	
  25

  
	
  3.19

  	
   

  	
  Environmental Matters

  	
   

  	
  27

  
	
  3.20

  	
   

  	
  Intellectual Property

  	
   

  	
  27

  
	
  3.21

  	
   

  	
  Related Persons

  	
   

  	
  28

  



 



 i
 









 


	
  3.22

  	
   

  	
  Absence of Certain Changes

  	
   

  	
  28

  
	
  3.23

  	
   

  	
  Water Rights

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IV

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  REPRESENTATIONS
  AND

  	
   

  	
   

  
	
   

  	
   

  	
  WARRANTIES OF
  THE BUYER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization of the Buyer

  	
   

  	
  29

  
	
  4.2

  	
   

  	
  Power and Authority

  	
   

  	
  29

  
	
  4.3

  	
   

  	
  No Conflicts

  	
   

  	
  29

  
	
  4.4

  	
   

  	
  Purchase for Investment

  	
   

  	
  30

  
	
  4.5

  	
   

  	
  Litigation

  	
   

  	
  30

  
	
  4.6

  	
   

  	
  Brokers

  	
   

  	
  30

  
	
  4.7

  	
   

  	
  Availability of Funds

  	
   

  	
  30

  
	
  4.8

  	
   

  	
  No Divestitures

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE V

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEES AND
  EMPLOYEE-RELATED MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Employment Matters

  	
   

  	
  31

  
	
  5.2

  	
   

  	
  Benefit Plans

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE VI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CLOSING

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Closing Date

  	
   

  	
  32

  
	
   

  	
   

  	
  ARTICLE VII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS TO
  OBLIGATIONS OF

  	
   

  	
   

  
	
   

  	
   

  	
  THE BUYER TO
  CONSUMMATE THE TRANSACTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Representations and Warranties; Compliance with
  Covenants

  	
   

  	
  32

  
	
  7.2

  	
   

  	
  No Material Adverse Effect

  	
   

  	
  32

  
	
  7.3

  	
   

  	
  No Injunction

  	
   

  	
  33

  
	
  7.4

  	
   

  	
  Approvals

  	
   

  	
  33

  
	
  7.5

  	
   

  	
  Release of Liens

  	
   

  	
  33

  
	
  7.6

  	
   

  	
  Assignment

  	
   

  	
  33

  
	
  7.7

  	
   

  	
  Related Documents

  	
   

  	
  33

  
	
  7.8

  	
   

  	
  FIRPTA

  	
   

  	
  33

  
	
  7.9

  	
   

  	
  Resignations

  	
   

  	
  33

  
	
  7.10

  	
   

  	
  Settlement of Accounts

  	
   

  	
  34

  
	
  7.11

  	
   

  	
  Title Commitments

  	
   

  	
  34

  
	
  7.12

  	
   

  	
  Tri-Party Agreements

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 ii
 









 


	
  

  	
   

  	
  ARTICLE VIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONDITIONS TO
  OBLIGATIONS OF

  	
   

  	
   

  
	
   

  	
   

  	
  THE SELLERS TO
  CONSUMMATE THE TRANSACTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Representations and Warranties; Compliance with
  Covenants

  	
   

  	
  34

  
	
  8.2

  	
   

  	
  No Injunction

  	
   

  	
  34

  
	
  8.3

  	
   

  	
  Approvals

  	
   

  	
  35

  
	
  8.4

  	
   

  	
  Settlement of Accounts

  	
   

  	
  35

  
	
  8.5

  	
   

  	
  Related Documents

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE IX

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Regulatory Filings, Etc.

  	
   

  	
  35

  
	
  9.2

  	
   

  	
  Injunctions

  	
   

  	
  35

  
	
  9.3

  	
   

  	
  Access to Information

  	
   

  	
  36

  
	
  9.4

  	
   

  	
  No Extraordinary Actions by the Sellers

  	
   

  	
  36

  
	
  9.5

  	
   

  	
  Commercially Reasonable Efforts; Further Assurances

  	
   

  	
  39

  
	
  9.6

  	
   

  	
  Use of Names; Name Change

  	
   

  	
  41

  
	
  9.7

  	
   

  	
  Confidentiality; Publicity

  	
   

  	
  42

  
	
  9.8

  	
   

  	
  Transition

  	
   

  	
  42

  
	
  9.9

  	
   

  	
  Access to Records After the Closing

  	
   

  	
  42

  
	
  9.10

  	
   

  	
  No Employee Solicitation

  	
   

  	
  43

  
	
  9.11

  	
   

  	
  Interim Operations of the Buyer

  	
   

  	
  43

  
	
  9.12

  	
   

  	
  No Solicitation

  	
   

  	
  43

  
	
  9.13

  	
   

  	
  Intercompany Guarantees

  	
   

  	
  43

  
	
  9.14

  	
   

  	
  Third Party Contracts and Cross Default Provisions

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE X

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SURVIVAL AND
  INDEMNIFICATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Survival

  	
   

  	
  45

  
	
  10.2

  	
   

  	
  Indemnification by ASC

  	
   

  	
  45

  
	
  10.3

  	
   

  	
  Indemnification by the Buyer

  	
   

  	
  46

  
	
  10.4

  	
   

  	
  Limitations on Indemnification

  	
   

  	
  46

  
	
  10.5

  	
   

  	
  Indemnification Agreement in Favor of GSRP

  	
   

  	
  47

  
	
  10.6

  	
   

  	
  Right to Indemnification not Affected by Knowledge

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XI

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TAX MATTERS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Tax Indemnification

  	
   

  	
  47

  
	
  11.2

  	
   

  	
  Tax Refunds

  	
   

  	
  48

  
	
  11.3

  	
   

  	
  Preparation and Filing of Tax Returns and Payment of
  Taxes

  	
   

  	
  49

  



 



 iii
 









 


	
  11.4

  	
   

  	
  Tax Cooperation

  	
   

  	
  50

  
	
  11.5

  	
   

  	
  Tax Audits

  	
   

  	
  50

  
	
  11.6

  	
   

  	
  Tax Treatment of Indemnification Payment

  	
   

  	
  52

  
	
  11.7

  	
   

  	
  338(h)(10) Election

  	
   

  	
  52

  
	
  11.8

  	
   

  	
  Tax Sharing Agreements

  	
   

  	
  53

  
	
  11.9

  	
   

  	
  Survival of Obligations

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TERMINATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Termination

  	
   

  	
  54

  
	
  12.2

  	
   

  	
  Other Agreements; Material To Be Returned

  	
   

  	
  54

  
	
  12.3

  	
   

  	
  Effect of Termination

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE XIII

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Complete Agreement

  	
   

  	
  55

  
	
  13.2

  	
   

  	
  Waiver, Discharge, etc.

  	
   

  	
  55

  
	
  13.3

  	
   

  	
  Fees and Expenses

  	
   

  	
  56

  
	
  13.4

  	
   

  	
  Amendments

  	
   

  	
  56

  
	
  13.5

  	
   

  	
  Notices

  	
   

  	
  56

  
	
  13.6

  	
   

  	
  Venue

  	
   

  	
  57

  
	
  13.7

  	
   

  	
  GOVERNING LAW; WAIVER OF JURY TRIAL

  	
   

  	
  57

  
	
  13.8

  	
   

  	
  Headings

  	
   

  	
  57

  
	
  13.9

  	
   

  	
  Interpretation

  	
   

  	
  57

  
	
  13.10

  	
   

  	
  Exhibits and Schedules

  	
   

  	
  58

  
	
  13.11

  	
   

  	
  Successors

  	
   

  	
  58

  
	
  13.12

  	
   

  	
  Remedies

  	
   

  	
  58

  
	
  13.13

  	
   

  	
  Third Parties

  	
   

  	
  58

  
	
  13.14

  	
   

  	
  Severability

  	
   

  	
  58

  
	
  13.15

  	
   

  	
  Counterparts; Effectiveness

  	
   

  	
  58

  
	
  13.16

  	
   

  	
  NO OTHER REPRESENTATIONS

  	
   

  	
  58

  
	
  13.17

  	
   

  	
  CONDITION OF THE BUSINESS

  	
   

  	
  59

  
	
  13.18

  	
   

  	
  NO OTHER REPRESENTATIONS

  	
   

  	
  59

  
	
  13.19

  	
   

  	
  INDEPENDENT INVESTIGATION

  	
   

  	
  59

  



 


EXHIBITS


	
  A

  	
  —

  	
  CORIS and WRMS License Agreement

  
	
  B

  	
  —

  	
  Title Commitment

  
	
  C

  	
  —

  	
  GSRP Indemnification Agreement

  
	
  2.3(a)

  	
  —

  	
  Estimated Income Adjustment Amount

  



 



 iv















PURCHASE
AGREEMENT


PURCHASE AGREEMENT, dated as of February 16, 2007 (this “Agreement”), by and among MOUNT SNOW LTD., a
Vermont corporation (“MS”), L.B.O. HOLDING, INC., a Maine corporation (“LBO”
and, together with MS, the “Companies”), AMERICAN SKIING COMPANY, a
Delaware corporation (“ASC”, and together
with Companies, the “Sellers”), and PEAK
RESORTS, INC., a Missouri corporation (“Buyer”), for the sale and
purchase of all of the outstanding capital stock in the Companies (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 December 31, 2006 through the Sunday immediately preceding such date
from the Initial Purchase Price and adding the aggregate Income Accretion
Amount from and including December 31, 2006 through the earlier of (a) the
Sunday immediately preceding such date or (b) the date of the closing of the
last of the Resorts to close for the 2006/07 ski season if the Closing has not
taken place as of that 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 Companies at December 31, 2006 included in the Interim
Financial Statements.


“Base Balance Sheet Date” means
December 31, 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.


“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 12, 2006, by and between Buyer
and ASC.


“Consolidated Net Income” means,
for any period, the consolidated net income (or loss) of the Companies and
their 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
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.



 2
 









“CORIS and WRMS License Agreements”
mean duly executed license agreements in favor of each Company substantially in
the forms attached as Exhibit A hereto.


“Dover” means Dover Restaurants, Inc., a Vermont corporation and
wholly-owned subsidiary of MS.


“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/or premium, 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, and (e) 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),
and (B) any other non-cash 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 of Environmental Concern at any location, whether
or not owned or operated by either of the Companies or any of their respective
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 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 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 either Company as defined in Section 414(b), (c), (m) or
(o) of the Code, or under “common control” with either Company, within the
meaning of Section 4001(b)(1) of ERISA.



 3
 









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


“Financial Statements” means  the unaudited balance sheets and statements
of operations, stockholder’s equity and cash flows of each Company and its
Subsidiaries as of and for the fiscal years ended July 31, 2005 and July 30,
2006, as included in the audited consolidated financial statements of ASC for
such periods.


“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.


“Hotels” means the Mount Snow
Grand Summit Hotel and the Snow Lake Lodge at West Dover, Vermont, located at
the Mount Snow Resort, and the Attitash Grand Summit Hotel at Bartlett, New
Hampshire, located at the Attitash Resort.


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


“Income Accretion Amount” means, (A) for any Week: (1) the
product of (i) 15% multiplied by (ii) the Initial Purchase Price, and (2)
divided by 52, and (B) for any stub period between the immediately preceding
Sunday and the Closing Date: (i) 15% multiplied by (ii) the Initial Purchase
Price, (iii) divided by 364, and (iv) multiplied by the number of days in such
stub period.  However, notwithstanding
the foregoing, Income Accretion will cease as of the date of the closing of the
last of the Resorts to close for the 2006/2007 ski season if the Closing has
not taken place as of that date.


“Indebtedness” means (i) any
liability, contingent or otherwise, of either Company (a) for borrowed money
(whether or not the recourse of the lender is to the whole of the assets of
such 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 such 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 such Company is subject, whether or not the obligations
secured thereby shall have been assumed by it or shall 



 4
 









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 such 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 $73,500,000.


“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 five month period ended December 31,
2006.


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


“Knowledge of the Companies” (and
any similar phrases as they relate to the Companies) means the existing actual
knowledge of Stan Hansen, B.J. Fair, Betsy Wallace, Kelly Pawlak, John Lowell
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.



 5
 









“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, either Company and/or any of
either 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 either 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 such 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 such 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 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 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 either Company’s 2006/2007 capital expenditure program, (viii)
any adverse regulatory action taken or threatened by Vermont or U.S. regulatory
authorities relating to the ability of MS to continue to utilize its current
source of water (it being acknowledged that the non-compliance of such
usage with applicable laws and regulations has been fully disclosed by Sellers
to Buyer), or (ix) changes arising from the consummation of the transactions
contemplated hereby or the announcement of the execution of this Agreement.


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



 6
 









“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 Companies, calculated as of the close of business
on the day immediately preceding the Closing Date, but not including the
Capital Leases 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 the Title Commitments (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
Companies’ or any of their respective 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 Companies’
or any of their respective 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.


“Related Documents” means (i) the
CORIS and WRMS License Agreements and (ii) all other agreements, instruments
and certificates described in or contemplated by this Agreement or reasonably
requested by either the Buyer 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 Companies.


“Resorts” means the mountain
resorts operated by MS known as Mount Snow Resort located in West Dover,
Vermont and by LBO known as Attitash Resort located in Bartlett, New Hampshire.



 7
 









“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 Buyer.


“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.


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


“Title Company” means, with respect to MS, First American Title
Insurance Company, and with respect to LBO, Ticor Title Insurance Company.


“Tramway Authorities” means the Vermont Department of Labor and
Industry, Passenger Tramway Division, and the New Hampshire Passenger Tramway
Board.



 8
 









“Unleveraged Cash Flow” means, for any period, (i) EBITDA of the
Companies for such period, less (ii) the Capital Expenditures of the Companies
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 Companies’ 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 Companies’ current liabilities (excluding
Indebtedness and any accounts payable owing to ASC or any of its Affiliates,
accruals for employees’ vacations and other paid time off, and deferred tax
liabilities), and (ii) all deposits and deferred revenue received in cash prior
to Closing which relate to post-Closing activities or events, each as
determined in a manner consistent with GAAP).


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

  
	
  Buyer
  Indemnitees

  	
   

  	
  10.2

  
	
  Buyer Trade
  Names

  	
   

  	
  9.6(b)

  
	
  Capital Program

  	
   

  	
  3.7

  
	
  Companies

  	
   

  	
  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

  	
   

  	
  2.3(d)

  
	
  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)

  
	
  Leased Real
  Property

  	
   

  	
  3.16(a)

  
	
  Nonqualified
  Deferred Compensation Plan

  	
   

  	
  3.15(j)

  
	
  Other ASC
  Resorts

  	
   

  	
  5.1

  
	
  Owned Real
  Property

  	
   

  	
  3.16(a)

  
	
  Plans

  	
   

  	
  3.15(a)

  
	
  Pre-Closing
  Periods

  	
   

  	
  11.1(a)

  
	
  Purchase Price

  	
   

  	
  2.1

  
	
  Real Property

  	
   

  	
  3.16(a)

  
	
  Real Property
  Leases

  	
   

  	
  3.16(a)

  
	
  Representatives

  	
   

  	
  9.3

  
	
  Resolved
  Objections

  	
   

  	
  2.3(e)(i)

  
	
  Resorts

  	
   

  	
  1.1

  
	
  Review Period

  	
   

  	
  2.3(d)

  
	
  SEC

  	
   

  	
  9.4(e)

  
	
  Section
  338(h)(10) Election

  	
   

  	
  11.7(a)

  
	
  Seller
  Indemnitees

  	
   

  	
  10.3

  
	
  Sellers

  	
   

  	
  Preamble

  
	
  Seller Trade
  Names

  	
   

  	
  9.6(a)

  
	
  Software

  	
   

  	
  1.1

  
	
  Stock

  	
   

  	
  Preamble

  
	
  Straddle Contest

  	
   

  	
  11.5c

  
	
  Tax Indemnifying
  Party

  	
   

  	
  11.1(a)

  
	
  Tax Notice

  	
   

  	
  11.5(a)

  
	
  US Forest
  Service Permits

  	
   

  	
  3.16(c)

  
	
  USFS

  	
   

  	
  3.6

  







 9
 









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 



 10
 









ASC, the Stock. 
The aggregate purchase price for the Stock shall be $73,500,000 (as it
may be further adjusted pursuant to Section 2.3, the “Purchase
Price”).


2.2           Payment at the Closing.


(a)           Payments
by the Buyer. At the Closing, the Buyer 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 Buyer 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 Companies’ 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 Companies as of the
Closing Date.  The parties agree and
acknowledge that the Capital Leases will not be repaid or prepaid at or prior
to Closing, and that the obligations and rights associated therewith shall
remain with the Companies, as applicable.


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 positive Unleveraged Cash Flow (or adding the aggregate Unleveraged
Cash Flow, if negative) from and including January 1, 2007 to the close of
business on the Sunday immediately preceding the Closing Date from the aggregate
Income Accretion Amount from and including January 1, 2007 to the Sunday
immediately preceding  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 Buyer an officer’s certificate,
certifying as to the estimated Purchase Price Income Adjustment as of the
Sunday immediately 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 Companies from and including January 1, 2007 through the Sunday
immediately prior to the Closing Date, to be prepared from the books and
records of the Companies 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 immediately 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.



 11
 









(b)           Working
Capital Adjustment.  No later than
the fourth Business Day prior to the Closing Date, the Sellers shall prepare
and deliver to the Buyer an officer’s certificate, certifying as to the
estimated Working Capital as of the close of business on the Sunday immediately  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 Companies 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 zero (0), or decreased on a dollar for
dollar basis, to the extent the Estimated Working Capital Amount is less than
zero (0).  The parties agree and
acknowledge that, for purposes of the adjustments to the Purchase Price
contemplated by this Section 2.2, notwithstanding the treatment thereof under
GAAP, the proceeds to be received by LBO under the Business Agreement, dated as
of August           , 2006,
with Bearfoot Creek, LLC shall not be treated as deferred income but shall
instead be included (in the amount of $450,000) in the Companies’ current
assets.


(c)           As soon as
practicable, but in any event within 90 days after the Closing Date, the Buyer
shall cause to be prepared and delivered to ASC a statement (the “Final
Adjustment Certificate”) certifying the amount of the Companies’ 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 Companies 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 Buyer to ASC, or
by ASC to the Buyer, pursuant to Section 2.3(f).


(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 Buyer’s determination of the Final Working Capital Amount or Final
Income Adjustment Amount, it shall so notify the Buyer 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 Buyer will, and will cause the Companies
to, provide ASC full access (during normal business hours and upon reasonable
notice) to the books, ledgers, files, reports and operating records of the
Companies and the then current employees of the Companies, and cooperate and
assist ASC in evaluating the Final Adjustment Certificate.



 12















(e)           Dispute Resolution.


(i)            In
the event that a Disagreement Notice is delivered in accordance with Section
2.3(d), the Buyer 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 Buyer 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 Buyer and ASC are unable to resolve all the objections set forth in the
Disagreement Notice within such 30-day period, they shall jointly appoint Ernst
& Young (or any other major accounting firm mutually agreed upon by ASC and
the Buyer) 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 Buyer as is
appropriate to reflect the relative fault of each in connection with the
disputed items.  The Buyer and ASC shall,
and the Buyer shall cause the Companies 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 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 Buyer and ASC of all
objections set forth in the 



 13
 









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 Buyer
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 Buyer 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 Buyer, by ASC by wire transfer of immediately
available funds to a bank account or accounts designated by the Buyer and (ii)
in the case of a payment to ASC, by the Buyer 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 Buyer as
follows:


3.1           Organization and Qualification.


(a)           Each
Company has previously delivered to or made available to the Buyer, prior to
the date hereof, a complete and correct copy of: the Certificate of
Incorporation and bylaws (or similar organizational documents) of such Company
and each Subsidiary, as each of the same may have been amended, each of which
is in full force and effect.  Each of
LBO, MS and Dover is a corporation duly formed, validly existing and in good
standing under the laws of the States of Maine, Vermont and Vermont,
respectively, each has all requisite power and authority to carry on its
business as presently owned or conducted, and LBO is duly qualified to do
business as a foreign corporation in the State of New Hampshire.


(b)           ASC has
previously delivered to or made available to the Buyer, 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 Buyer good and valid title thereto, free and clear of any
Lien.  The Stock consists of all of the
issued and outstanding capital stock in each Company.  Except for the rights of Buyer under this
Agreement, there is no outstanding right, warrant, subscription, 



 14
 









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 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, neither Company has any Subsidiaries and does not directly or
indirectly own or have any investment in the capital stock of, or other propriety
interest in, any Person.  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 either 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 Buyer, 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 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
either Company or any of their respective Subsidiaries (subject to receipt of
approval of the shareholders of ASC, which has not yet been obtained); (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 either Company or any of their
respective Subsidiaries or any Judgment of any Governmental Agency having jurisdiction
over any of the Sellers or either 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, either 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, either Company
or any of their respective Subsidiaries is a party or by 



 15
 









which ASC, either 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 Companies and their
respective 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 on the Companies taken as a
whole.


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 either Company or any
of their respective Subsidiaries in connection with the due execution and
delivery by ASC and the Companies of this Agreement and the consummation by
such Persons 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 on the Companies taken as a whole.


3.7           Financial Statements.  The Financial Statements and the Interim
Financial Statements fairly present, in all material respects, the financial
position of the Companies and their respective 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
books and records of the Companies and their respective Subsidiaries.  Neither the Companies nor any of their
respective Subsidiaries have any material indebtedness, obligations or other
liabilities of a kind required to be 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 Companies nor any of their respective
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 Companies
or ASC in connection with this Agreement or the transactions 



 16
 









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 Companies 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 either Company or
any of their respective Subsidiaries is pending or, to the Knowledge of the
Companies, threatened.  To the Knowledge
of the Companies, except as set forth in Section 3.10(ii) of the Seller
Disclosure Letter, neither ASC, either Company nor any of their respective
Subsidiaries, has received any notice or communication of any noncompliance by
either Company or any of their respective Subsidiaries in any material respect
with any applicable Laws, including without limitation any applicable Laws with
respect to 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 Companies and their respective 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 each 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 insurers have denied coverage and
(iii) since July 30, 2003, each Company and its Subsidiaries have been fully
insured for worker’s compensation claims. 
None of the Sellers nor any Subsidiary of either Company has received
any notice from any insurance company of such insurance company’s intention not
to renew any such Insurance Policy applicable to either 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 Companies, threatened against any of the Sellers or their
respective properties or assets that, with respect to each such Litigation (a)
in the case of the Companies and their respective 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 Companies in excess of $50,000
individually or $150,000 in the aggregate for all such Litigation 



 17
 









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 Company nor any of their respective
Subsidiaries is subject to any material order, Judgment, injunction or decree
of any Governmental Agency.


3.13         Approvals.  Except as set forth in Section 3.13(a)
of the Seller Disclosure Letter, the Companies and their respective
Subsidiaries have in full force and effect all material Approvals necessary for
the operation of the business of the Companies and their respective
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(b) of the Seller Disclosure
Letter, the Companies and their respective Subsidiaries have been in
substantial compliance with the terms of each Approval and have not received
written notice of any material default under any such Approval.  Except as set forth on Section 3.13(c)
of the Seller Disclosure Letter, to the Knowledge of the Companies, 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
Companies, Section 3.13(d) of the Seller Disclosure Letter sets forth a
list of all material Approvals required for the operation of the business of
the Companies and their Subsidiaries as presently conducted.


3.14         Labor Matters.


(a)           Except as
set forth on Section 3.14(a) of the Seller Disclosure Letter, the
Companies and their respective 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.


(b)           There are
no strikes, work stoppages, lockouts, boycotts or material labor disputes
pending or, to the Knowledge of the Companies, threatened against or affecting
the Companies or their respective 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 Companies, 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 either Company or
their respective Subsidiaries.  There are
no collective bargaining agreements or 



 18
 









similar
labor agreements that either Company or any of its respective 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 either
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 either Company or any ERISA Affiliate or under which either
Company or any ERISA Affiliate has any present or future liability (including,
without limitation, contingent liability). 
To the extent either 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.”


(b)           With
respect to each Company Plan, the Buyer has 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 



 19
 









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 Companies have no Knowledge 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 Companies nor any of their ERISA Affiliates 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 either Company
beyond their termination of employment (other than coverage mandated by Law)
and no condition exists which would prevent either Company from amending or
terminating any such welfare plan; (iv) to the Knowledge of the Companies, no
event has occurred with respect to any Company Plan that would subject either
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 Companies, 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 Companies, neither 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 Companies nor any of their ERISA Affiliates 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 either Company or any ERISA Affiliate that has not been satisfied
in full.


(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 either 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 either Company that,
individually or collectively, will give rise to the payment of any amount that
would not be deductible by such 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.



 20
 









(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 either Company with respect to any of the Plans and
each of the Plans is in full force and effect, enforceable by the Companies in
accordance with its terms.  There is no
Litigation pending or, to the Knowledge of the Companies, 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 Companies, any arbitration, proceeding or investigation.  To the Knowledge of the Companies, neither
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 each 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 Buyer prior to the
Closing Date.  Section 3.15(i)(2)
of the Seller Disclosure Letter also identifies those employees of each Company
who are parties to employment agreements, bonus agreements or other written
agreements relating to compensation and identifies those agreements.


(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 either Company or any of its Subsidiaries as of
the date hereof and which is to be acquired and owned by either Company or any
of 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 



 21
 









“Real Property Leases”) under which either
Company or any of 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 Service
Properties, the “Real Property”).  The Companies have delivered to the Buyer,
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 applicable Company or its applicable Subsidiary and, to the
Knowledge of the Companies, as to the other parties thereto.  Except as set forth in Section 3.16(a)(4)
of the Seller Disclosure Letter, neither the applicable Company nor its
applicable Subsidiary nor, to the Knowledge of the Companies, 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 Companies and their respective
Subsidiaries as presently conducted. 
Except as set forth in Section 3.16(a)(4) of the Seller
Disclosure Letter, neither the Companies 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 either Company or its applicable Subsidiary thereunder.


(b)           The
Companies own 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; provided, however, as reflected in Exhibit B to this
Agreement, Commercial Unit 1 at the Grand Summit Attitash is owned by ASC’s
subsidiary, American Skiing Company Resort Properties, Inc. (“ASCRP”), which
property ASC will cause ASCRP to convey to Buyer by quitclaim deed with
covenant on the Closing Date for no additional consideration.  The representations, warranties and covenants
contained in this Agreement with respect to the Real Property shall also apply
to such Unit as though it were included in such definition.  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 Companies or Buyer.


(c)           Section
3.16(c) lists all property (the “U.S. Forest Service
Properties”) subject to (i) the permit issued to MS by the U.S.
Forest Service on November 29, 1989, as amended, and (ii) the permit issued to
LBO by the U.S. Forest Service on July 19, 1994, as amended (the “U.S. Forest Service Permits”).  The U.S. Forest Service Permits are the
principal Approvals required by the USFS for the operation of the business of
the Companies and their respective Subsidiaries as presently conducted.  The Companies have made available to the
Buyer or its Representatives, prior to the date hereof, true and complete
copies of the U.S. Forest Service Permits and each of such U.S. Forest Service
Permits 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 any U.S. Forest Service Permit, and
the Companies have no Knowledge that the USFS has any intention of amending,
revoking or otherwise altering the terms or conditions of any U.S. Forest
Service Permit (nor has any of the Sellers or either Company requested any
amendment or alteration of the terms and conditions of any U.S. Forest Service
Permit), or any portion thereof, 



 22
 









or the
application thereof to either 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 any U.S. Forest Service Permit.  The Companies have no Knowledge of any
third-party permitee or commercial operator operating within the areas
permitted to either Company and its Subsidiaries under any 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 either 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, none of
the Sellers has received notice of and there is no pending or, to the Knowledge
of the Companies, 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 either Resort and the conduct of the business
of each 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 applicable 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.


(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 either
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 either 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 Buyer prior to the date hereof. 
Except as set forth in Section 3.16(g) of the Seller Disclosure 



 23
 









Letter,
each third Party Real Property Lease is in full force and effect and neither
Company nor any of its Subsidiaries nor, to the Knowledge of the Companies, 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, neither
Company nor any of their respective Subsidiaries has received written notice
of, and the Companies have 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 Companies and their respective Subsidiaries, taken as a whole.


3.17         Tax Matters.


(a)           All
material Tax Returns required to be filed by or with respect to either 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 either 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 either Company and its Subsidiaries (whether or not shown on a Tax
return) have been paid.  All material
Taxes that either Company or its Subsidiaries is or was 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
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 each 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 either Company has received
written notice or as to which the Companies have Knowledge based upon personal
contact with any agent of a taxing authority against either Company.


(d)           Except as
set forth on Section 3.17(d) of the Disclosure Letter, each Company
and/or its Subsidiaries have not agreed to and, to the Knowledge of the
Companies, 



 24
 









each
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 either 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
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 either Company has received written notice, against the Real Property
that are not reflected on the tax bills issued with respect thereto.


(h)           Neither
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.


3.18         Contracts and Commitments.  Except as set forth in Section 3.18 of
the Seller Disclosure Letter, neither 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 applicable Company on 30 days or less notice without
penalty to the applicable Company or any of its Subsidiaries, or which contain
exclusivity arrangements which will be binding upon Affiliates of the
applicable Company (other than a Subsidiary thereof) following the Closing;


(b)           any
agreement pursuant to which the applicable 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 applicable Company or its Subsidiaries to enter into or engage
in any market or line of business;


(d)           any material
brokerage agreements;



 25















(e)           any
agreements for the sale of any of the assets of the applicable 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 applicable 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 applicable Company
or any of its Subsidiaries, or permitting other Persons, to use or register any
Intellectual Property of the applicable Company;


(i)            any
material agreements under which the applicable 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 applicable Company in the ordinary course
of business consistent with past practice); or


(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 either 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 Buyer
prior to the date hereof is in full force and effect and is the legal, valid
and binding obligation of the applicable 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 applicable Company nor its Subsidiaries nor, to
the Knowledge of the Companies, 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 Companies, is threatened,
which, after the giving of notice, with lapse of time, or otherwise,



 26
 









would constitute a material breach or default by the
applicable Company or its Subsidiaries or, to the Knowledge of the Companies,
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, each Company and its Subsidiaries are in compliance with all applicable
Environmental Laws, which compliance includes, but is not limited to, the
possession by each 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
Companies and their respective Subsidiaries, taken as a whole.


(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 Companies,
threatened against either Company or its Subsidiaries.


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 either Company or any of its Subsidiaries. 
The applicable 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 Companies 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)            each
of the Companies 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,
such Company’s business (including (as of the Closing Date) the CORIS and WRMS
software systems as and to the extent provided in the CORIS and WRMS License
Agreements); 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 each Company’s business (including the products and services of such
Company) as currently conducted does not infringe, misappropriate



 27
 









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 such Company or, to the Knowledge of the Companies, any
other Person;


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


(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, either 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 such Company as
currently conducted; and


(v)           each
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 such Company in the conduct of such Company’s
business.  No claims have been asserted
or, to the Knowledge of the Companies, threatened against either 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 either Company in the conduct of either
Company’s business.  Each 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 either Company and its Subsidiaries is or will be owned, or
leased from a third party, by ASC or any of its Affiliates (other than such
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 either Company or any of its Subsidiaries,
on the one hand, and ASC or any of its Subsidiaries (other than either Company
and its Subsidiaries), on the other hand, are party to.


3.22         Absence of Certain Changes.  Since the Base Balance Sheet Date, each
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 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)



 28
 









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 Companies
and their respective Subsidiaries, taken as a whole.


3.23         Water Rights. Except as set
forth in Section 3.23 of the Seller Disclosure Letter, each 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 its Resort facilities, and operation of its 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 Companies
and their respective Subsidiaries, taken as a whole.


ARTICLE
IV



REPRESENTATIONS AND

WARRANTIES OF THE BUYER


The Buyer represents and warrants to ASC as follows:


4.1           Organization of the Buyer.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Missouri,
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.  Buyer 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 Buyer necessary to approve or to authorize the execution and
delivery of this Agreement and the Related Documents and the performance by the
Buyer of the transactions contemplated hereby and thereby has been duly
taken.  This Agreement has been duly
executed and delivered by the Buyer and constitutes the legal, valid and
binding obligation of the Buyer, enforceable against the Buyer 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 Buyer of this Agreement and the
Related Documents nor the performance by the Buyer 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 Buyer;


(b)           violate
any existing applicable Law by which Buyer or any of its properties is bound,
which violation would reasonably be expected to have a material adverse



 29
 









effect
on the ability of Buyer to purchase the Stock or pay the Purchase Price, in
each case on the terms and subject to the conditions set forth herein;


(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 Buyer 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 Buyer 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.  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.  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 Buyer, threatened against Buyer 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 Buyer 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 Buyer or its Affiliates or any action taken by Buyer or its
Affiliates.


4.7           Availability of Funds.  Buyer has 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 it to consummate the transactions contemplated by this Agreement and the
Related Documents.


4.8           No Divestitures.  To the knowledge of Buyer, none of the
businesses or operations of Buyer 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 Buyer
being required to divest itself or hold or operate separately any of its assets
or result in any other materially burdensome condition to Buyer or either
Company



 30
 









ARTICLE V



EMPLOYEES AND EMPLOYEE-RELATED MATTERS


5.1           Employment Matters.  Except to the extent otherwise agreed in
writing by the parties, the Buyer agrees to cause each Company to offer
employment to the employees of such 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 such Company’s compensation benefit plans
immediately prior to the Closing Date. 
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 Companies
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 Resorts through the end of the
2006/2007 ski season.  Neither ASC nor
the Companies 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 Buyer shall credit Employees for prior service with
the Sellers and their Affiliates to the extent permitted under the applicable
Plan.  The Buyer shall allow Employees
with vacation earned but unused as of the Closing Date to use such vacation in
accordance with the Buyer’s policy as in effect on the date hereof with respect
to Buyer’s employees generally.  The
Buyer 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 applicable 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
Buyer shall cause each Company to become a participating employer in the Buyer’s
401(k) Retirement Plan (the “401(k) Plan”)
and shall cause each Employee to be given credit for his or her prior service
as reflected in the records of the Companies for all purposes under the 401(k)
Plan.



 31
 









(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 Pierce Atwood LLP, Portland, Maine, or at such other place as the
parties hereto otherwise agree.


ARTICLE
VII



CONDITIONS TO OBLIGATIONS OF

THE BUYER TO CONSUMMATE THE TRANSACTION


The obligations of the Buyer to be performed at the Closing shall be
subject to the satisfaction or Buyer’s 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 Companies taken as a whole. 
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 Buyer 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 Companies, taken as a whole.



 32
 









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, 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)           All
notices required under the U.S. Forest Service Permits 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 Buyer or (ii) issued to
each Company a new permit (in contemplation of the transactions contemplated by
this Agreement) for the use of applicable U.S. Forest Service Properties
covering the same Real Property as covered in such Company’s 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 Buyer and its Affiliates (including the Companies and their
respective Subsidiaries), for any and all fees under the U.S. Forest Service
Permits 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 Dover 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 stock
certificates representing all of the outstanding shares of the Stock and
executed stock powers, in form and substance reasonably satisfactory to the
Buyer, concerning the Stock (the “Assignment”).


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


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


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



 33
 









7.10         Settlement of Accounts.  On or prior to the Closing Date, all of the
accounts payable and other obligations owing from either Company to ASC or any
of its Affiliates shall have been cancelled or forgiven and, following the
Closing Date, the Companies 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 policies, 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, each Title Company shall have committed and be prepared to
deliver contemporaneously with the Closing, at the Buyer’s sole expense, an
Owner’s Policy of Title Insurance materially in accordance with its Title
Commitments and with no exceptions to title other than as set forth in its
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         Tri-Party Agreements.  Each of the Companies 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 Buyer 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 Buyer.  The Buyer shall
have performed and complied in all material respects with all material
covenants and agreements required hereby to be performed or complied with by it
on or prior to the Closing Date.  The
Buyer shall have delivered to ASC, a certificate, dated the date of the Closing
and signed by an officer of the Buyer, 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



 34
 









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.  The shareholders of
ASC shall have duly authorized the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby.  Twenty days shall have passed since the date
that ASC mailed an information statement pursuant to Section 14(c) of the
Securities Exchange Act of 1934 seeking approval of the transaction
contemplated by this Agreement (an “Information Statement”) to its
shareholders.  ASC covenants that it will promptly submit a draft
Information Statement to the Securities and Exchange Commission and (a) shall
promptly send such Information Statement to its shareholders after the
Securities and Exchange Commission declines review of such Information
Statement or (b) if the Securities and Exchange Commission does review and
comment on such Information Statement, shall diligently pursue finalization of
such Information Statement and mail such Information Statement promptly
thereafter.


8.4           Settlement of Accounts.  On or prior to the Closing Date, all of the
accounts receivable and other obligations owing to either 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 Buyer shall have executed and delivered
all Related Documents required to be executed by them at or prior to the
Closing.


ARTICLE IX



COVENANTS


9.1           Regulatory Filings, Etc.  As soon as practicable after the date hereof
(and in any event no later than five (5) 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
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



 35
 









eliminated as promptly as possible and to pursue the
underlying Litigation diligently and in good faith.  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 Buyer, provide
the Buyer, the Buyer’s 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 Buyer
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
Companies (the “Company Subject Matter”);
provided, however, that the Sellers shall use their respective
commercially reasonable efforts to provide to the Buyer and its 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 Companies or their
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 each Company’s Subsidiaries to, permit the
Buyer, the Buyer’s lenders and their respective Representatives to have
reasonable access to the Real Property to perform, at the Buyer’s expense, any
environmental testing that the Buyer reasonably deems appropriate, including,
without limitation, a Phase I environmental site assessment of any such
property pursuant to ASTM Standard E 1527-05. 
Prior to the Closing Date, neither the Buyer nor any of its
Representatives shall contact or make inquiries to any governmental agencies
(other than as contemplated by Articles VII and VIII hereof) in connection with
the transactions contemplated by this Agreement without the prior written
consent of Seller.


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 Buyer (which consent or approval shall not be
unreasonably withheld, conditioned, or delayed), or contemplated by this
Agreement or the Related Documents from the date hereof until the Closing, the
Sellers shall:


(a)           cause the
Companies and their respective Subsidiaries to conduct their respective
businesses in the ordinary course and in accordance, in all material respects,
with their respective past policies and procedures;


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



 36















(c)           not permit
either 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 either
Company or any of its Subsidiaries or any options, warrants or rights to
acquire any such stock or other securities or repurchase or redeem any stock or
other securities of either Company;


(d)           not split,
combine or reclassify any shares of either 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
Companies and each of their respective 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
Companies and their respective 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 either 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 either Company, nor any material
assets of either Company or any of its Subsidiaries;


(i)            cause the
Companies and their respective 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;


(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 



 37
 









the
Buyer, 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;


(m)          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 either 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 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 either Company or any
Subsidiary (except as required by applicable Law), except for anniversary date
adjustments for at-will employees.


(r)            not enter
into any collective bargaining agreement or similar labor agreement, or renew,
extend or renegotiate any existing collective bargaining agreement or similar
labor agreement; and



 38
 









(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 Buyer 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 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 Buyer in
making such arrangements as would permit the continued sales of alcoholic
beverages by the Companies or Dover at the Resorts following the Closing and
pending the issuance of a new liquor license to the Companies or Dover
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 Companies’ and their respective
Subsidiaries’ businesses, including 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 Resorts’ rental
management programs 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 Buyer agrees to cause the
Companies to agree to honor existing 



 39
 









agreements
of ASC and its Affiliates with owners in the rental management programs at
Other ASC Resorts with regard to reciprocal right at the Resorts through the
end of the 2006/2007 ski season.


(g)           The Buyer
agrees to cause the Companies to honor ASC’s obligations under ASC’s
multi-resort passes, multi-resort single day tickets (known as “MeTickets”),
Peaks Rewards Coupons and Mobil discount vouchers or coupons 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, as well as obligations arising in the 2006-07 ski season under
ASC’s snow guaranty and season pass refund programs to customers who purchased
their passes through one of the Resorts. 
ASC will collect the funds related to MeTickets, and regularly reimburse
the Buyer for honoring such obligations in an amount equal to the face value of
the MeTicket redeemed at the Resorts. 
The Buyer agrees to cause the Companies to honor ASC’s obligations under
gift cards, Peaks Rewards Coupons and Mobil discount vouchers or coupons issued
prior to the Closing, and ASC will regularly and promptly reimburse the Buyer
for ASC issued gift cards, Peaks Rewards Coupons and Mobil discount vouchers or
coupons to the extent redeemed at the Resorts after the Closing.  Each of ASC and the Companies will provide
access to their respective systems to the other parties to enable them 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 Buyer.


(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 each Company, at or prior to the Closing, all data and
all right, title and interest to such data that relates exclusively to such
Company and is maintained in electronic format by ASC or any of its Affiliates,
including, without limitation, marketing data and customer lists (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 each Company any such data that does not relate exclusively to such
Company to the extent such data can be segregated from information relating to
the Sellers or their Affiliates (other than such Company) and that is not
otherwise subject to a proprietary rights, confidentiality or similar
agreement.


(i)            To the
extent that, following the Closing, either 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 such Company in replacing such licenses and/or to provide
such Company with the benefits of such licenses (including allowing such
Company to act as sub-licensee to the extent the underlying license permits).


(j)            The Buyer
agrees to cause the Companies to honor ASC’s obligations under the partnership
marketing arrangements 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 



 40
 









continue
beyond the 2006/2007 ski season.  The
Buyer agrees that ASC may, between execution of this Agreement and the Closing
Date, continue to book reservations at the Hotels for the 2006/2007 ski season
at discounted rates for use by ASC and/or its affiliates for partnership
marketing purposes.  The Buyer agrees 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)           The
Sellers shall use their commercially reasonable efforts to obtain estoppel
certificates, in form and substance reasonably satisfactory to the Buyer, from
all third parties to the contracts listed on Section 9.5(k) of the
Seller Disclosure Letter.


(l)            The Buyer
agrees to cause the Companies to honor ASC’s obligations with respect to the
ski passes described in Section 3.7(a) of the Seller Disclosure Letter, and to
cause any subsequent owner or operator of either Resort to assume such
obligations in writing.


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 Buyer shall cease (and cause the Companies 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 Companies 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, Buyer agrees that it shall not hereafter permit
the Companies 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 “Buyer 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 Buyer Trade
Names or any trade name, trademark or service mark likely to indicate
endorsement or sponsorship by, or any connection with, Buyer or any of its
Affiliates.



 41
 









(c)           ASC shall,
and shall cause its Affiliates to, cease and desist the use of the internet
domain names “Mountsnow.com” and “Attitash.com” and any other domain names
containing the words “Mt. Snow”, “Mount Snow”, “Attitash”, or “Bear Peak” 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 Buyer, 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).


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 Buyer shall and shall cause the Companies to,
cooperate in good faith to effect an orderly transition in the operation of the
Resorts, provided, that no 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 Buyer
recognize that subsequent to the Closing they may have information and
documents which relate to the Companies, the Resorts, their employees, their
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 party
and their 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 Buyer and
the Sellers agree that prior to the destruction or disposition of any such
books or records pertaining to the Companies 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 Buyer with access to or copies of the Sellers’, or their
Affiliates’ Tax Returns to the extent such Tax Returns do not relate to the
Companies and in no case shall the Buyer have any right to review any Tax
Returns other than pro forma Tax Returns of the Companies.



 42
 









9.10         No Employee Solicitation.  For a period of 12 months following the
Closing, without the prior written agreement of the other parties, (a) the
Buyer and its 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 either 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 Buyer.  Prior to the Closing, unless the Sellers have
otherwise consented in writing thereto, the Buyer shall not:


(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;


(b)           directly
or indirectly authorize any of, or commit or agree, in writing or otherwise, to
take any action or actions which would make any representations of the Buyer
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         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 Buyer) 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 either Company, (b) furnish, or make available, any
non-public information concerning the business, properties or assets of either
Company, its Subsidiaries or any division of either Company to any Person (other
than the Buyer) or (c) engage in discussions or negotiations with any Person
(other than the Buyer) 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 Buyer of such inquiry, proposal or offer,
including the general terms of such inquiry, proposal or offer.


9.13         Intercompany Guarantees.  Prior to the Closing Date, ASC shall use
its  commercially reasonable efforts to
cause the Companies and any of their respective 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
Companies or any of their respective Subsidiaries for the benefit of ASC and
its Affiliates (other than the Companies and their 



 43
 









respective Subsidiaries) prior to the Closing, and for
all obligations of the Companies and their respective 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 Buyer.  ASC agrees to indemnify and
hold harmless the Buyer and its Affiliates (including the Companies and their
respective Subsidiaries) from and against and in respect of Indemnifiable
Losses incurred by the Buyer and its Affiliates (including the Companies and
their respective Subsidiaries) under or pursuant to any such guarantee or
letters of comfort.  Prior to the Closing
Date, the Companies shall use their commercially reasonable efforts and
following the Closing, the Buyer shall use its 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 Companies or any of their
respective Subsidiaries under each of the guarantees and letters of comfort
obtained by ASC or any of its Affiliates for the benefit of the Companies and
their respective 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
Buyer agrees 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.


9.14         Third Party Contracts and Cross
Default Provisions.


(a)           The
parties agree that, to the extent that ASC or any of its Affiliates provides
either Company and any of their respective Subsidiaries the ability to receive
services or use assets that either 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 such Companies and any of their respective 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 Buyer desires that such Companies and
their respective 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 such Company.  The parties agree that, to the
extent that either of the Companies or any of their respective Subsidiaries
provides ASC and any of its Affiliates (other than the Companies and their
respective Subsidiaries) prior to the Closing the ability to receive services
or use assets that ASC or any of its Affiliates (other than the Companies and
their respective Subsidiaries) receives or uses pursuant to a contract of
either of the Companies or any of their respective Subsidiaries with a third
party, the parties will cooperate with each other to cause ASC and any of its
Affiliates (other than the Companies and their respective 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 Companies and their respective 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, a 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 such Company.



 44















(b)           Prior to
and after the Closing Date, ASC shall use its commercially reasonable efforts
to cause the third party(ies) to each contract with either of the Companies or
any of their respective 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 Companies and their respective 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 Buyer, shall use
their commercially reasonable efforts to cause the third party(ies) to each
contract with ASC and/or one or more of its Affiliates (excluding the Companies
or any of their respective 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 either of the Companies
or any of their respective Subsidiaries, to agree to the removal from such
contract of the cross-default or cross-termination provisions which relate to
such contracts with either of the Companies or any of their respective
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 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 Buyer 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(a) .  ASC
shall indemnify and hereby hold harmless Buyer and its nominees, affiliates,
officers, directors, employees and agents (the “Buyer Indemnitees”) against any
loss or liability, in full as such loss or liability is incurred, suffered as a
result of:


(a)           any breach
of any representation or warranty made by ASC in Sections 3.1, 3.2 and 3.4 of
this Agreement (without giving effect to any qualifications as to Knowledge,
materiality, Material Adverse Effect or similar qualifications contained in
such representations or warranties) (subject to Section 10.1 hereof);



 45
 









(b)           any breach
of any covenant made by ASC in this Agreement or in any other document,
instrument or agreement entered into in connection herewith; and


(c)           any breach
of the Confidentiality Agreement made herein in favor of Buyer.


10.3         Indemnification by the Buyer.  Subject to the terms and limitations set
forth herein, the Buyer shall indemnify, defend and hold harmless ASC and each
of its Subsidiaries and Affiliates (not including, following the Closing, the
Companies and their respective 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:


(a)           any
inaccuracy in any of the representations and warranties made by the Buyer 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 Buyer of any covenant to be performed or complied with by the Buyer in
this Agreement or any breach by either Company or its Subsidiaries of any
covenant to be performed or complied with by such 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 Buyer
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



 46
 









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.


10.5         Indemnification Agreement in Favor
of GSRP.  At the Closing, Buyer shall execute and deliver
(and shall cause MS to execute and deliver) an indemnification agreement in
favor of GSRP, substantially in the form attached hereto as Exhibit C, with
respect to certain pending claims relating to work performed at the MS Hotel.


10.6         Right to Indemnification not
Affected by Knowledge.  The right to
indemnification, payment of damages or other remedy based on such
representations, warranties, covenants and obligations will not be affected by
any investigation conducted with respect to, or any knowledge acquired (or
capable of being acquired) at any time, whether before or after the execution
and delivery of this Agreement or the Closing Date, with respect to the
accuracy or inaccuracy of or compliance with, any such representation,
warranty, covenant, or obligation. 
Without limiting the scope and effect of the immediately preceding and
following sentences, Buyer will use its best efforts to give ASC notice when
Buyer has actual knowledge that a representation or warranty of ASC is
materially inaccurate.  The waiver of any
condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant or obligation, or Buyer’s notice
to ASC with respect to the inaccuracy or lack of accuracy of any representation
or warranty of ASC will not affect the right to indemnification, payment of
damages, or other remedy based on such representations, warranties, covenants
and obligations.


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 Buyer and the Companies and reimburse the Buyer
and the Companies for the following Taxes, to the extent 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 Companies or the Buyer as a result of the operations of the
Companies 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
Companies or the Buyer as a result of the operations of the Companies, 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



 47
 









group of
corporations (as defined in Section 1504 of the Code) with which the Companies
or any of their respective 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
Buyer Indemnitees 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
Companies or any of their respective 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 Companies.  In any case where applicable law does not
permit the Companies 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 a Company to ASC
that a 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 Buyer or a Company hereunder
earlier than five (5) Business Days before it is due to the appropriate Tax
authority.


(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 Buyer shall pay to ASC all refunds or
credits of Taxes received by Buyer or either Company or any of their respective
Subsidiaries after the Closing Date and attributable to Taxes paid by either
Company or its Subsidiaries (or any predecessor of either 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
Buyer or



 48
 









either 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 Companies and their respective Subsidiaries for any Tax
period ending on or prior to the Closing Date and (ii) all non-income Tax
Returns with respect to the Companies and their respective 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 Companies and their respective Subsidiaries (including, without
limitation, prior Tax elections and accounting methods or conventions made or
utilized by the Companies and their respective Subsidiaries), except as
required by a change in the applicable Law or regulations.


(b)           The Buyer
shall prepare and timely file or cause the Companies or their respective 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
Companies or their respective Subsidiaries (including prior Tax elections and
accounting methods or conventions made or utilized by the Companies or their
respective Subsidiaries), except as required by a change in the applicable Law
or regulations.  The Buyer 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 Buyer 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 Buyer.  The fees and expenses of such accounting firm
shall be borne equally by ASC and the Buyer.


(c)           ASC shall
deliver to Buyer for its review any sales use, real property, transfer or other
non-income Tax Returns of the Companies 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 Tax Return that is due within 15 days after the
date hereof shall be delivered to Buyer as soon as reasonably practicable, but
in any event prior to the due date (including extensions) of such Tax
Return.  If the Buyer disputes any item
on a Tax Return delivered pursuant to the preceding sentence, it shall notify
ASC 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



 49
 









resolved
by an independent accounting firm mutually acceptable to ASC and the
Buyer.  The fees and expenses of such
accounting firm shall be borne equally by ASC and the Buyer.  Notwithstanding the foregoing, nothing in
this Section 11.3(c) shall prevent ASC or the Companies 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 Buyer 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 Companies and their respective 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 Buyer 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 Buyer the opportunity, at Buyer’s expense, to take
possession of such information, books and records held by ASC; and (ii) the
Buyer shall give ASC the opportunity, at ASC’s expense, to take possession of such
information, books and records held by the Companies and their respective
Subsidiaries.


(b)           The Buyer
agrees that with respect to Pre-Closing Periods, it 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 either 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 Buyer, amend any Tax Return (except as required by
Law) of either Company or its Subsidiaries or the consolidated group of corporations
of which either 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 either Company, its
Subsidiaries, or Buyer in a taxable period (or portion thereof) beginning on or
after the Closing Date.


11.5         Tax Audits.


(a)           After the
Closing, the Buyer shall notify ASC in writing (a “Tax
Notice”) of any demand or claim received by the Buyer or either
Company from any Tax 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 Buyer or either
Company; provided, however, that a failure to give such Tax
Notice will not affect the rights of the Buyer or either 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



 50
 









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 Buyer 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 Buyer
in writing of its intent to do so; provided, however, that the
Buyer and the Companies 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 Buyer shall
cooperate and shall cause the Companies (and any of their successors) to
cooperate in each phase of such Contest. 
If ASC does not elect to control the Contest, the Buyer or the Companies
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 Buyer and ASC shall jointly control
the Straddle Contest; provided, however, that, subject to this Section 11.5
generally, the Buyer 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 Buyer’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 a Company in a Post-Closing period; provided, however,
if the Buyer does not provide ASC with such consent, and ASC shall pay to the
Buyer the amount that ASC was willing to pay the Taxing authority to settle the
asserted Tax liability, ASC shall be released by the Buyer from all
indemnification obligations thereto pursuant to Section 11.1 and the Buyer
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.



 51
 









(e)           Notwithstanding
anything contained in this Section 11.5 to the contrary, none of the Buyer or
the Companies 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 Buyer or the Companies for any amounts that the
Buyer or the Companies 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 Buyer (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 Companies, 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.”  ASC and the Buyer shall elect under Section
338(h)(10) of the Code to treat the sale of the Stock as a sale by the
Companies and their respective 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.  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.  Each party shall take such
actions as the other parties 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 Buyer 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 estimated fair market values of
the assets of each Company and each of their respective Subsidiaries.  On or before the date that is 60 days after
the Closing Date, ASC and the Buyer shall cooperate in developing and agree
upon a final allocation of such Purchase Price (the “Final Allocation”).  ASC and the Buyer 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 Buyer drafts of all forms, together
with all drafts of required



 52
 









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 Buyer (the “Election
Forms”).  On the Closing Date, ASC
shall deliver to the Buyer the Election Forms, properly executed by ASC.  ASC and the Buyer 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 Buyer 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 Buyer
shall be responsible for filing any Election Form that must be filed with its
Tax Returns.


(d)           Modification;
Revocation.  The Buyer 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,
following the filing of the Election Forms, without the written consent of the
Buyer or ASC, as the case may be.


(e)           Consistent
Treatment.  The Buyer 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 Buyer and its 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.


11.8         Tax Sharing Agreements.  Any Tax sharing agreements or arrangements to
which either 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 either Company or any Subsidiary for
all Pre-Closing Tax Periods.


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).



 53















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 June 1, 2007 (the “Termination Date”),
by the Sellers, on the one hand, or the Buyer, 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 Buyer is seeking termination, then Buyer
is not 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 Buyer, on the other
hand, to the other party if the other party (being any of the Sellers or the
Buyer) 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 Buyer, 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 Buyer is seeking termination, then Buyer
is not 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.


(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 Buyer on the other hand shall immediately enter into, or cause
their relevant Affiliates to enter into, written



 54
 









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
Buyer 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 Resorts or the transactions contemplated by
this Agreement and the Related Documents, whether obtained before or after the
execution of this Agreement; and


(ii)           The
Buyer agrees that all confidential information received by the Buyer or their
Affiliates or its Representatives with respect to either of the Sellers, the
Companies, the Resorts 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 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. 
Notwithstanding the foregoing, the provisions of this Agreement shall
supersede the terms of the first full paragraph on page 4 of such
confidentiality agreement.


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



 55
 









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 Buyer shall pay all of the fees and expenses incurred by it, in
connection with this Agreement, the Related Documents and the transactions
contemplated hereby and thereby. 
Notwithstanding the foregoing, the Buyer, 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 Buyer, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Peak Resorts,
  Inc.

  
	
   

  	
   

  	
  c/o Steve
  Mueller

  
	
   

  	
   

  	
  17409 Hidden
  Valley Drive

  
	
   

  	
   

  	
  Eureka, MO 63025

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  David L. Jones,
  Esq.

  
	
   

  	
   

  	
  Helfrey, Neiers
  & Jones, P.C.

  
	
   

  	
   

  	
  120 S. Central,
  Suite 1500

  
	
   

  	
   

  	
  St. Louis, MO
  63105

  



 



 56
 









 


	
  

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pierce Atwood LLP

  
	
   

  	
   

  	
  One Monument Square

  
	
   

  	
   

  	
  Portland, ME 04101

  
	
   

  	
   

  	
  Attention:

  	
  David J. Champoux, Esq.

  
	
   

  	
   

  	
  Facsimile:

  	
  (207) 791-1350

  
						



 


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 Cumberland County, Maine 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 Cumberland County, Maine and each party hereto
hereby irrevocably submits to the jurisdiction of any such court in Cumberland
County, Maine 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 MAINE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.


(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



 57
 









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 Buyer may assign any or
all of its rights or delegate any or all of its duties under this Agreement to
any Affiliate without the prior written consent of Sellers; provided  further,
however, that the Buyer shall remain liable for its obligations and
duties under this Agreement notwithstanding any such assignment.


13.12       Remedies.


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.


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,



 58
 









NONE OF ASC, THE COMPANIES 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 COMPANIES, THE RESORTS OR
ASC.  IN ADDITION, EXCEPT AS SPECIFICALLY
PROVIDED IN ARTICLE III, NONE OF ASC, THE COMPANIES OR ANY OTHER PERSON MAKES
ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR
MATERIAL MADE AVAILABLE TO THE BUYER, 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 COMPANIES ARE BEING
SOLD WITH THEIR ASSETS AND THE RESORTS IN THEIR “AS IS” CONDITION, AND NONE OF
ASC, THE COMPANIES OR ANY OTHER PERSON MAKES ANY OTHER REPRESENTATIONS OR
WARRANTIES, WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO SUCH ASSETS, THE
RESORTS, OR THE COMPANIES, 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 BUYER SPECIFICALLY CONTAINED IN ARTICLE IV, NEITHER THE BUYER NOR ANY
OTHER 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 BUYER.  IN ADDITION, EXCEPT AS
SPECIFICALLY PROVIDED IN ARTICLE IV, NEITHER THE BUYER NOR 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.  BUYER HEREBY ACKNOWLEDGES AND AFFIRMS THAT IT
HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF
THE COMPANIES, THEIR RESPECTIVE ASSETS AND THE RESORTS, THAT IT HAS MADE ALL
SUCH REVIEWS AND INSPECTIONS OF THE RESULTS OF OPERATIONS, CONDITION (FINANCIAL
AND OTHERWISE) AND PROSPECTS OF SUCH ASSETS, THE RESORTS AND THE COMPANIES AS
IT HAS DEEMED NECESSARY OR APPROPRIATE, AND THAT IN MAKING ITS DECISION TO
ENTER INTO THIS AGREEMENT AND TO CONSUMMATE



 59
 









THE TRANSACTIONS CONTEMPLATED HEREBY IT HAS RELIED
SOLELY ON (A) ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE RESORTS AND
(B) THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS CONTAINED IN
THIS AGREEMENT.



 60
 









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.


	
  

  	
  MOUNT SNOW LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J.
  Fair

  
	
   

  	
   

  	
  Name: William
  J. Fair

  
	
   

  	
   

  	
  Title: President
  & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  L.B.O. HOLDING,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J.
  Fair

  
	
   

  	
   

  	
  Name: William
  J. Fair

  
	
   

  	
   

  	
  Title: President
  & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  AMERICAN SKIING
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J.
  Fair

  
	
   

  	
   

  	
  Name: William
  J. Fair

  
	
   

  	
   

  	
  Title: President
  & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  PEAK RESORTS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy D.
  Boyd

  
	
   

  	
   

  	
  Name: Timothy
  D. Boyd

  
	
   

  	
   

  	
  Title: President

  



 


 



 61