Exhibit
10.1


PURCHASE AGREEMENT


 


by and among


American Skiing Company


Killington, Ltd.,
Pico Ski Area Management Company


and


SP Land Company,
LLC


February 16, 2007


 


















 


	
  ARTICLE I

  	
   

  	
  CERTAIN
  DEFINITIONS

  	
   

  	
  1

  
	
  1.1

  	
   

  	
  Certain Definitions

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Other Capitalized Terms

  	
   

  	
  8

  
	
  ARTICLE II

  	
   

  	
  ASSETS AND
  PURCHASE PRICE

  	
   

  	
  9

  
	
  2.1

  	
   

  	
  Sale and Purchase of Assets

  	
   

  	
  9

  
	
  2.2

  	
   

  	
  Assets

  	
   

  	
  9

  
	
  2.3

  	
   

  	
  Excluded Assets

  	
   

  	
  11

  
	
  2.4

  	
   

  	
  Assumed Liabilities and Excluded Liabilities

  	
   

  	
  12

  
	
  2.5

  	
   

  	
  Payment at the Closing

  	
   

  	
  12

  
	
  2.6

  	
   

  	
  Season Pass Adjustment

  	
   

  	
  13

  
	
  2.7

  	
   

  	
  Working Capital Adjustments

  	
   

  	
  13

  
	
  2.8

  	
   

  	
  Adjustment for Taxes, Prepayments and Deposits

  	
   

  	
  15

  
	
  2.9

  	
   

  	
  Adjustment for Utilities

  	
   

  	
  15

  
	
  2.10

  	
   

  	
  Cooperation on Tax Matters

  	
   

  	
  16

  
	
  2.11

  	
   

  	
  Allocation of Purchase Price

  	
   

  	
  16

  
	
  ARTICLE III

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE SELLERS

  	
   

  	
  16

  
	
  3.1

  	
   

  	
  Organization and Qualification; Ownership Interest
  in LLCs

  	
   

  	
  16

  
	
  3.2

  	
   

  	
  Binding Obligation

  	
   

  	
  17

  
	
  3.3

  	
   

  	
  No Default or Conflicts

  	
   

  	
  17

  
	
  3.4

  	
   

  	
  No Governmental Authorization or Consent Required

  	
   

  	
  17

  
	
  3.5

  	
   

  	
  Financial Statements

  	
   

  	
  18

  
	
  3.6

  	
   

  	
  No Material Adverse Effect

  	
   

  	
  18

  
	
  3.7

  	
   

  	
  Intellectual Property

  	
   

  	
  18

  
	
  3.8

  	
   

  	
  Compliance with Laws

  	
   

  	
  19

  
	
  3.9

  	
   

  	
  Contracts

  	
   

  	
  19

  
	
  3.10

  	
   

  	
  Litigation

  	
   

  	
  20

  
	
  3.11

  	
   

  	
  Approvals

  	
   

  	
  20

  
	
  3.12

  	
   

  	
  Labor Matters

  	
   

  	
  21

  
	
  3.13

  	
   

  	
  Employee Benefit Plans

  	
   

  	
  22

  
	
  3.14

  	
   

  	
  Brokers

  	
   

  	
  24

  
	
  3.15

  	
   

  	
  Environmental Compliance

  	
   

  	
  24

  
	
  3.16

  	
   

  	
  Insurance

  	
   

  	
  25

  



 



 i
 









 


	
  3.17

  	
   

  	
  Owned Real Property

  	
   

  	
  26

  
	
  3.18

  	
   

  	
  Leased Real Property

  	
   

  	
  26

  
	
  3.19

  	
   

  	
  Real Property

  	
   

  	
  26

  
	
  3.20

  	
   

  	
  Personal Property

  	
   

  	
  27

  
	
  3.21

  	
   

  	
  Tax Matters

  	
   

  	
  28

  
	
  3.22

  	
   

  	
  Not a Foreign Person

  	
   

  	
  29

  
	
  3.23

  	
   

  	
  OFAC

  	
   

  	
  29

  
	
  3.24

  	
   

  	
  Killington Interests

  	
   

  	
  30

  
	
  3.25

  	
   

  	
  ASC Killington Interests

  	
   

  	
  30

  
	
  3.26

  	
   

  	
  Title and Sufficiency; Assets

  	
   

  	
  30

  
	
  3.27

  	
   

  	
  Related Party Transactions

  	
   

  	
  30

  
	
  3.28

  	
   

  	
  Certain Ski-related Representations

  	
   

  	
  30

  
	
  3.29

  	
   

  	
  Gondolas and Ski Lifts

  	
   

  	
  31

  
	
  3.30

  	
   

  	
  Water Rights

  	
   

  	
  31

  
	
  3.31

  	
   

  	
  Solvency

  	
   

  	
  31

  
	
  3.32

  	
   

  	
  No Undisclosed Liabilities

  	
   

  	
  32

  
	
  3.33

  	
   

  	
  NO OTHER REPRESENTATIONS

  	
   

  	
  32

  
	
  3.34

  	
   

  	
  CONDITION OF THE BUSINESS

  	
   

  	
  32

  
	
  ARTICLE IV

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE BUYER

  	
   

  	
  32

  
	
  4.1

  	
   

  	
  Organization of the Buyer

  	
   

  	
  32

  
	
  4.2

  	
   

  	
  Power and Authority

  	
   

  	
  32

  
	
  4.3

  	
   

  	
  No Conflicts

  	
   

  	
  33

  
	
  4.4

  	
   

  	
  Litigation

  	
   

  	
  33

  
	
  4.5

  	
   

  	
  Brokers

  	
   

  	
  33

  
	
  4.6

  	
   

  	
  Availability of Funds

  	
   

  	
  33

  
	
  4.7

  	
   

  	
  NO OTHER REPRESENTATIONS

  	
   

  	
  34

  
	
  ARTICLE V

  	
   

  	
  EMPLOYEES AND
  EMPLOYEE-RELATED MATTERS

  	
   

  	
  34

  
	
  5.1

  	
   

  	
  Employment Matters

  	
   

  	
  34

  
	
  5.2

  	
   

  	
  Standard Procedure

  	
   

  	
  35

  
	
  5.3

  	
   

  	
  Benefit Plans

  	
   

  	
  35

  
	
  ARTICLE VI

  	
   

  	
  CLOSING

  	
   

  	
  35

  
	
  6.1

  	
   

  	
  Sellers’ Closing Deliveries

  	
   

  	
  35

  



 



 ii
 









 


	
  6.2

  	
   

  	
  Buyer’s Closing Deliveries

  	
   

  	
  37

  
	
  6.3

  	
   

  	
  Closing Date

  	
   

  	
  38

  
	
  ARTICLE VII

  	
   

  	
  CONDITIONS TO
  CLOSING

  	
   

  	
  38

  
	
  7.1

  	
   

  	
  Mutual Conditions of Buyer and Seller to Close

  	
   

  	
  38

  
	
  7.2

  	
   

  	
  Conditions to Obligations of Buyer to Close

  	
   

  	
  38

  
	
  7.3

  	
   

  	
  Conditions To Obligations Of The Sellers To
  Consummate The Transaction

  	
   

  	
  41

  
	
  ARTICLE VIII

  	
   

  	
  COVENANTS

  	
   

  	
  41

  
	
  8.1

  	
   

  	
  Regulatory Filings, etc

  	
   

  	
  41

  
	
  8.2

  	
   

  	
  Injunctions

  	
   

  	
  42

  
	
  8.3

  	
   

  	
  Access to Information

  	
   

  	
  42

  
	
  8.4

  	
   

  	
  No Extraordinary Actions by the Sellers

  	
   

  	
  42

  
	
  8.5

  	
   

  	
  Commercially Reasonable Efforts; Further Assurances

  	
   

  	
  45

  
	
  8.6

  	
   

  	
  Use of Names; Name Change

  	
   

  	
  46

  
	
  8.7

  	
   

  	
  Confidentiality; Publicity

  	
   

  	
  47

  
	
  8.8

  	
   

  	
  Transition

  	
   

  	
  47

  
	
  8.9

  	
   

  	
  Access to Records After the Closing

  	
   

  	
  47

  
	
  8.10

  	
   

  	
  No Hire

  	
   

  	
  48

  
	
  8.11

  	
   

  	
  Interim Operations of the Buyer

  	
   

  	
  48

  
	
  8.12

  	
   

  	
  Rental Equipment

  	
   

  	
  49

  
	
  8.13

  	
   

  	
  Promotional Contracts

  	
   

  	
  49

  
	
  8.14

  	
   

  	
  Space A Program

  	
   

  	
  49

  
	
  8.15

  	
   

  	
  Liquor Licenses

  	
   

  	
  49

  
	
  8.16

  	
   

  	
  Compliance with Laws

  	
   

  	
  49

  
	
  8.17

  	
   

  	
  Updating of the Schedules

  	
   

  	
  49

  
	
  8.18

  	
   

  	
  No Solicitation

  	
   

  	
  49

  
	
  8.19

  	
   

  	
  Monthly Financial Statements

  	
   

  	
  49

  
	
  ARTICLE IX

  	
   

  	
  SURVIVAL AND
  INDEMNIFICATION

  	
   

  	
  50

  
	
  9.1

  	
   

  	
  Survival

  	
   

  	
  50

  
	
  9.2

  	
   

  	
  Indemnification by the Sellers

  	
   

  	
  50

  
	
  9.3

  	
   

  	
  Indemnification by the Buyer

  	
   

  	
  51

  
	
  9.4

  	
   

  	
  Limitations on Indemnification; Exclusive Remedy

  	
   

  	
  51

  



 



 iii
 









 


	
  9.5

  	
   

  	
  Defense of Claims

  	
   

  	
  52

  
	
  9.6

  	
   

  	
  Indemnity Escrow

  	
   

  	
  53

  
	
  9.7

  	
   

  	
  Tax Treatment of Indemnity Payments

  	
   

  	
  54

  
	
  9.8

  	
   

  	
  Losses Net of Insurance, etc

  	
   

  	
  54

  
	
  ARTICLE X

  	
   

  	
  TERMINATION

  	
   

  	
  54

  
	
  10.1

  	
   

  	
  Termination

  	
   

  	
  54

  
	
  10.2

  	
   

  	
  Other Agreements; Material To Be Returned

  	
   

  	
  55

  
	
  10.3

  	
   

  	
  Effect of Termination

  	
   

  	
  56

  
	
  ARTICLE XI

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  56

  
	
  11.1

  	
   

  	
  Complete Agreement

  	
   

  	
  56

  
	
  11.2

  	
   

  	
  Waiver, Discharge, etc

  	
   

  	
  56

  
	
  11.3

  	
   

  	
  Fees and Expenses

  	
   

  	
  56

  
	
  11.4

  	
   

  	
  Amendments

  	
   

  	
  56

  
	
  11.5

  	
   

  	
  Notices

  	
   

  	
  57

  
	
  11.6

  	
   

  	
  Venue

  	
   

  	
  58

  
	
  11.7

  	
   

  	
  GOVERNING LAW;
  WAIVER OF JURY TRIAL

  	
   

  	
  58

  
	
  11.8

  	
   

  	
  Headings

  	
   

  	
  59

  
	
  11.9

  	
   

  	
  Interpretation

  	
   

  	
  59

  
	
  11.10

  	
   

  	
  Exhibits and Schedules

  	
   

  	
  59

  
	
  11.11

  	
   

  	
  Successors and Assignment

  	
   

  	
  59

  
	
  11.12

  	
   

  	
  Remedies

  	
   

  	
  59

  
	
  11.13

  	
   

  	
  Third Parties

  	
   

  	
  60

  
	
  11.14

  	
   

  	
  Severability

  	
   

  	
  60

  
	
  11.15

  	
   

  	
  Counterparts; Effectiveness

  	
   

  	
  60

  



 


 



 iv















PURCHASE AGREEMENT


This PURCHASE AGREEMENT is made as of February 16,
2007 (this “Agreement”) between Killington, Ltd., a Vermont corporation (“Killington”),
Pico Ski Area Management Company, a Vermont corporation (“Pico”),
American Skiing Company, a Delaware corporation (“ASC”, and together
with Killington and Pico, the “Sellers”), and SP Land Company, LLC, a
Delaware limited liability company (“Buyer”).


RECITALS


Sellers presently operate the alpine ski and snowboard
resort known as the Killington and Pico ski areas in Killington, Vermont.


Sellers wish to sell to the Buyer, and the Buyer
wishes to purchase from Sellers, the Assets and Assumed Liabilities 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:


AGREEMENT


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:


(a)           “Affiliate” of any specified
Person means any other Person, existing or future, directly or indirectly
through one or more intermediaries, Controlling, Controlled by or under common
Control with the specified Person.


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


(c)           “ASC” means American Skiing
Company, a Delaware corporation.


(d)           “ASC-Level Financings” means
the financings described in Schedule 1.1(d) of the Seller Disclosure
Schedule.


(e)           “Affiliate Resorts” means
other resorts owned by ASC or its Affiliates other than the Resort.


(f)            “ASC Resorts” means American
Skiing Company Resort Properties, Inc., a Maine corporation.


(g)           “Business” means the
operations, assets and liabilities of the Resort.


(h)           “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.













(i)            “Capital Expenditures” means
the aggregate of all expenditures by such Person for the acquisition or leasing
(pursuant to a capital lease) of fixed or capital assets or additions to
equipment (including replacements, capitalized repairs and improvements) that
should be capitalized under GAAP on a balance sheet.


(j)            “Capital Lease” means any
capital lease listed on Schedule 1.1(j) of the Seller Disclosure
Schedule, provided, however, if such capital lease related to rights or
obligations that are not exclusively related to the Resort or the Business
(which leases are so designated on Schedule 1.1(j)), Capital Lease shall
only refer to the rights and obligations under such capital lease that do
relate to the Resort or the Business.


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


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


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


(n)           “Competing Transaction” means
an acquisition of beneficial ownership of all or substantially all of the
assets of, or any material interest in, (i) any of the Sellers (other than ASC)
and (ii) ASC as it relates to the Business, in each case pursuant to a merger,
consolidation or other business combination, sale of shares of capital stock,
sale of assets, joint venture or other similar transaction (including any
single or multi-step transaction or series of related transactions) provided
that any such transaction (or series of related transactions) involving an
acquisition of a majority of the beneficial interest in ASC with respect to
which the acquirer in such transaction (or series of related transactions)
agrees to be bound by the obligations of ASC and the other Sellers under this
Agreement, shall not be deemed a “Competing Transaction” for purposes of this
Agreement.


(o)           “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).


(p)           “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.


(q)           “Environmental Claims” means
any and all administrative, regulatory or judicial actions, suits, demand
letters, claims, directives, Liens, proceedings, Litigations or written notices
of noncompliance or violation by any Person alleging potential liability
(including liability for enforcement, investigatory costs, cleanup costs,
governmental response costs, removal costs, remedial costs, natural resources
damages, property damages, personal injuries or penalties) arising under any
Environmental Law, including, without limitation, (i) the presence, or
release or threatened release into the environment, of any Hazardous Substances
at any location presently or formerly leased or owned by Killington or Pico in
violation of any Environmental Law, (ii) any violation of



 2
 









Environmental Law other
than as described in clause (i) above or (iii) any and all written
claims by any Person seeking damages, contribution, indemnification, cost
recovery, compensation or injunctive relief resulting from the presence or
release of any Hazardous Substances in violation of any Environmental Law.


(r)            “Environmental Law” means any
United States federal, state, local or municipal statute, law, rule,
regulation, ordinance, code, Environmental Permit, common law and any judicial
or administrative interpretation thereof, including any judicial or
administrative order, consent or judgment, relating to the environment or
natural resources, public health, occupational health and safety, or to any
Hazardous Substance, including, without limitation, the presence, use,
production, generation, handling, transportation, treatment, storage, disposal,
release, control or cleanup of any Hazardous Substance, or to any chemical,
material or substance, exposure to which is prohibited, limited or regulated by
any Governmental Agency.


(s)           “Environmental Permit” means
any permit, registration, filing, license, approval or authorization from any
Governmental Authority required under, issued pursuant to or authorized by any Environmental
Law with respect to Killington, Pico or the Business.


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


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


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


(w)          “Excluded Contract” means any
contract under any ASC-Level Financing and those contracts listed on Schedule
1.1(w) of the Seller Disclosure Schedule.


(x)            “Excluded Taxes” means all
liabilities for (i) Taxes of Sellers (or any predecessors
thereof),(ii) Taxes that relate to the Assets or the Assumed Liabilities
for taxable periods (or portions thereof) ending on or before the Closing Date,
including, without limitation, Taxes allocable to Sellers pursuant to Section
2.8. and (iii)payments under any Tax allocation, sharing or similar agreement
(whether oral or written


(y)           “Financial Statements” means
(a) the unaudited balance sheets and statements of earnings and statements
of cash flow of the Sellers (other than ASC) as of and for the fiscal years
ended July 25, 2004, July 31, 2005 and July 30, 2006 (the “Year-End
Financial Statements”), and (b)  unaudited statements for January 29,
2007 (the “Interim Financial Statements”).



 3
 









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


(aa)         “Governmental Agency” means any
federal, state or local governmental body or other regulatory or administrative
agency or commission, including, without limitation, the Passenger Tramway
Division of the Vermont Department of Labor and Industry.


(bb)         “Hazardous Substance” means
(a) any chemical, material, substance or waste defined as, or included in
the definition of, “hazardous substances,” “hazardous wastes,” “hazardous
materials,” “toxic substances or toxic pollutants,” “contaminants,” “pollutants,”
“toxic or hazardous chemicals” or “pesticides” in any applicable Environmental
Law, or (b) any petroleum or petroleum product, asbestos-containing
materials, lead-based paint or toxic mold.


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


(dd)         “Indebtedness” means
(i) any liability, contingent or otherwise, of the Sellers (a) for
borrowed money (whether or not the recourse of the lender is to the whole of
the assets of the Sellers or only to a portion thereof) or (b) evidenced
by a note, debenture or similar instrument or letter of credit (including a
purchase money obligation or other obligation relating to the deferred purchase
price of property); (ii) any liability of others of the kind described in
the preceding clause (i) which the Sellers has guaranteed or which is
otherwise its legal liability; (iii) any monetary obligation secured by a
lien to which the property or assets of the Sellers, whether or not the
obligations secured thereby shall have been assumed by it or shall otherwise be
its legal liability, but not including Liens of the nature described in
clauses (ii) and (iii) of the definition of “Permitted Liens”,
(iv) all capitalized lease obligations of the Sellers and (v) any other
obligations of such Person required to be classified as debt in accordance with
GAAP.  In no event shall Indebtedness include
trade payables or operating lease obligations.


(ee)         “Joint Resort Agreements” means
the Contracts affecting the Resort and listed on Schedule 1.1(ee) of the Seller
Disclosure Schedule that are with third parties, and jointly with Sellers and
Affiliates of Sellers for the Resort and the Affiliate Resorts.


(ff)           “Judgment” means any judgment,
ruling, writ, injunction, order, arbitral award or decree.


(gg)         “Knowledge of the Sellers” (and
any similar phrases as they relate to the Sellers) means the actual knowledge
of those officers of Sellers listed on Schedule 1.1(gg).


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


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



 4
 









(jj)           “Liability” means any debt,
loss, damage, adverse claim, fines, penalties, liability or obligation (whether
direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated, or due or to become due, and whether in contract, tort, strict
liability or otherwise), and including all costs and expenses relating thereto
including all fees, disbursements and expenses of legal counsel, experts,
engineers and consultants and costs of investigation).


(kk)         “Lien” means, with respect to
the Sellers, any lien, encumbrance, security interest, charge, mortgage, title
defect or imperfection, easement, right of way, encroachment, option, or pledge
of any nature whatsoever.


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


(mm)       “Material Adverse Effect” means a
material adverse effect upon the results of operations, properties, assets or
condition (financial or otherwise) 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 (in a
manner that is material and adverse) 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 (in a manner that is material and
adverse) such specified Person and its Subsidiaries, (iii) in the case of
the Sellers, any effect which the financial condition of Sellers may have on
the terms and conditions on which inventory or other assets are purchased by
the Sellers (provided that such effect will be taken into account for purposes
of this definition of Material Adverse Effect only to the extent such effect
would reasonably be expected to have a material adverse effect (taking into
account the reasonably expected duration of said effect) on the Sellers
following the Closing), (iv) any bankruptcy or insolvency of, or any other
event affecting the service of, any airline conducting business at any airport
servicing the Resort, or any reduction in or elimination of service by any such
airline (or any announcement that any such reduction or elimination is to
occur), (v) any acts of terrorism or acts of war, whether occurring within
or outside the United States, or any effect of any such acts on general
economic or other conditions, except to the extent such acts disproportionately
affect (in a manner that is material and adverse) such specified Person or 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 or
(vii) changes arising from the consummation of the transactions
contemplated hereby or the announcement of the execution of this Agreement.


(nn)         “Multiemployer Plan” means an
employee pension benefit plan, as defined in Section 3(37) of ERISA, to
which the Sellers contribute.



 5
 









(oo)         “Non-Controlled Subsidiary”
means SS Associates, LLC, a Vermont limited liability company (“SS
Associates”).


(pp)         “Outstanding Indebtedness” means
the aggregate outstanding principal balance (or imputed outstanding principal
balance, in the case of any Capital Leases of, and accrued and unpaid interest
on, all unaffiliated third party Indebtedness of the Sellers, 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.


(qq)         “Permitted Liens” means
(i) Liens disclosed on any balance sheet included in the Financial
Statements or securing liabilities reflected therein (provided that Liens
securing the ASC-Level Financings shall not be Permitted Liens);
(ii) Liens for taxes, assessments and similar charges that are not yet due
and payable or are being contested in good faith provided that adequate reserves
have been established therefor in accordance with GAAP; (iii) statutory
mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens
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) and are
not yet due and payable or are being contested pursuant to applicable Law and
in good faith and adequate reserves have been established therefor;
(iv) non-monetary Liens, the existence of which does not materially
adversely affect the operation of the Sellers’ business as currently conducted;
(v) liens that would be disclosed by an accurate survey or physical
inspection of the Real Property provided that the same do not materially
adversely affect the operation of the Sellers’ business as currently conducted;
(vi) applicable zoning regulations and ordinances, and building, health and
other applicable laws or ordinances provided the same are not violated;
(vii) all Space Leases; (viii) any exceptions to title set forth in any
subsection of Schedule 1.1(qq) of the Seller Disclosure Schedule,
other than easements, rights of way and other non-monetary Liens, the location
of which would be disclosed only by an accurate survey or physical inspection
of the Real Property and the existence of which materially adversely affects
the use, operation or value of the parcel of property affected thereby; and
(viii) Liens for Capital Leases.


(rr)           “Person” means an individual,
a corporation, a limited liability Sellers, a partnership, an unincorporated
association, a joint venture, a Governmental Agency or another entity.


(ss)         “Purchased Contracts” means all
Contracts related to the Business other than Excluded Contracts, including
without limitation the Capital Leases.


(tt)           “Related Documents” means all
other agreements and instruments described in or contemplated by this Agreement
that are to be executed and delivered in connection with the transactions
contemplated hereby.


(uu)         “Resort” means the
Killington/Pico Ski Resort, the Ski Shack and Wobbly Barn.



 6
 









(vv)         “Season Passes” means those
passes issued by Sellers in respect of the 2006/2007 ski season of the type
listed on Schedule 1.1(vv) of the Seller Disclosure Schedule.


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


(xx)          “Seller Disclosure Schedule”
means the disclosure letter prepared by the Sellers, dated as of the date
hereof, and delivered by the Sellers to the Buyer.


(yy)         “Space-A Program” means “Space
Available Usage” provision in the rental management agreement between property
owners at the Resort and Affiliate Resorts and Affiliates of ASC pursuant to
which (i) the Resort affords Affiliates Resorts’ condominium timeshare owners
the right to subscribe for accommodations at the Resort on a “space available”
basis with seventy-two hours’ prior notice, and (ii) the Affiliate Resorts
offer reciprocal rights to the condominium timeshare owners at the Resort.


(zz)          “Subsidiary” of any specified
Person means any other Person (i) more than 50% of whose 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.  Notwithstanding the foregoing, (i) Uplands
shall be deemed a “Subsidiary” of the Sellers for all purposes of this
Agreement and (ii) the Non-Controlled Subsidiary shall not be deemed a “Subsidiary”
for all purposes of this Agreement.


(aaa)       “Substitute Capital Lease” means
any Capital Lease with respect to which the obligations and liabilities
(including any guaranty) of Sellers or any of their Affiliates  are assumed by the Buyer (together with a
concurrent full and unconditional release by the lenders (the “Capital Lease
Lenders”) with respect to such leases of all liabilities and obligations of
ASC and its Affiliates arising under or in connection with such Capital Leases).


(bbb)      “Taxes” means (i) all taxes,
charges, fees, duties, levies, imposts, deficiencies or assessments imposed by
any 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 (including unclaimed property), withholding, backup withholding,
excise, production, occupation, service, service use, leasing and lease use, ad
valorem, value added, occupancy, meals and room, transfer, estimated and other
taxes, of any nature whatsoever, together with all interest, penalties and additions
imposed with respect to



 7
 









such amounts and any
interest in respect of such penalties and additions and (ii) any liability in
respect of any items described in clause (i) payable by reason of Contract,
assumption, transferee liability, operation of law, Treasury Regulation section
1.1502-6(a) (or any predecessor or successor thereof or any analogous or
similar provision under law) or otherwise.


(ccc)       “Taxing Authority” means the IRS
and any other Governmental Agency responsible for the administration of any
tax.


(ddd)      “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.


(eee)       “Uplands” means Uplands Water
Company, Inc., a Vermont corporation


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


(ggg)      “Working Capital” means, as of any
date of determination, the aggregate of the following (and as to items (i)
through (iv) below, to the extent included in the Assets and generally with
respect to ASC only to the extent it solely relates to the Resort): (i) cash on
hand at the Resort (including any held by Subsidiaries, (ii) and of Seller’s
escrow cash accounts (to the extent transferable), (iii) the book value of
Sellers’ accounts receivable (all of which are being transferred to Buyer at
Closing), (iv) the book value of Sellers’ inventory, and (v) any prepaid
expenses with respect to which Buyer will receive the benefit of after Closing,
less the aggregate of (i) any of Sellers’ accounts payable or accrued expenses
assumed by Buyer (including refurbishment funds for rental management
properties, but excluding accruals for vacation and other paid time off), and
(ii) all deposits and deferred revenue received in cash prior to the Closing
which relate to post-Closing activities or events (excluding any deferred
season pass revenues and unredeemed balances of gift certificates, gift cards,
MeTickets and Peak coupons), each as determined in a manner consistent with
GAAP.  For the purposes hereof, Working
Capital shall also include (i) current assets and current liabilities related
to the retail business operating at the Ski Shack and (ii) Resort-related
inventory held offsite that is specifically designated for delivery to the resort
as set forth on Schedule 1.1(ggg)) and shall include all items covered in
Sections 2.8 and 2.9.


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




	
  Term

  	
   

  	
  Section

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  Allocation
  Schedule

  	
   

  	
  2.11

  
	
  ASC

  	
   

  	
  Preamble

  
	
  ASC LLC
  Interests

  	
   

  	
  2.2(c)

  
	
  Assets

  	
   

  	
  2.2

  






 



 8
 









 




	
  ASC Lease

  	
   

  	
  8.4(v)

  
	
  Assignment and
  Assumption Agreement

  	
   

  	
  6.1(l)

  
	
  Assumed
  Liabilities

  	
   

  	
  2.4(a)

  
	
  Buyer

  	
   

  	
  Preamble

  
	
  Buyer Indemnitees

  	
   

  	
  9.2

  
	
  Buyer Plans

  	
   

  	
  5.3(a)

  
	
  Buyer Trade
  Names

  	
   

  	
  8.6(b)

  
	
  Cherry Knoll

  	
   

  	
  2.2(a)

  
	
  Clean Water Act

  	
   

  	
  3.15(b)

  
	
  CPA-Determined
  Differences

  	
   

  	
  2.7(d)(ii)

  
	
  CPA Firm

  	
   

  	
  2.7(d)(ii)

  
	
  Differences

  	
   

  	
  2.7(d)(ii)

  
	
  Disagreement
  Notice

  	
   

  	
  2.7(c)

  
	
  Enforceability
  Exceptions

  	
   

  	
  3.2

  
	
  Escrow Agent

  	
   

  	
  9.6

  
	
  Escrow Agreement

  	
   

  	
  9.6

  
	
  Estimated
  Working Capital Amount

  	
   

  	
  2.7(a)

  
	
  Excluded Assets

  	
   

  	
  2.3

  
	
  Excluded
  Employees

  	
   

  	
  5.1(b)

  
	
  Excluded
  Liabilities

  	
   

  	
  2.4(b)

  
	
  FCC

  	
   

  	
  3.4(a)

  
	
  Final Adjustment
  Certificate

  	
   

  	
  2.7(b)

  
	
  Final Working
  Capital Amount

  	
   

  	
  2.7(b)

  
	
  404 Water
  Permits

  	
   

  	
  3.15(b)

  
	
  Indemnifiable
  Losses

  	
   

  	
  9.2

  
	
  Indemnified
  Party

  	
   

  	
  9.5(a)

  
	
  Indemnifying
  Party

  	
   

  	
  9.5(a)

  
	
  Indemnity Escrow
  Account

  	
   

  	
  9.6

  
	
  Indemnity Escrow
  Amount

  	
   

  	
  9.6

  
	
  Insurance
  Policies

  	
   

  	
  3.16(a)

  
	
  Intellectual
  Property

  	
   

  	
  3.7(a)

  
	
  Intellectual
  Property Rights

  	
   

  	
  3.7(b)

  
	
  Interim
  Financial Statements

  	
   

  	
  1.1

  
	
  Killington

  	
   

  	
  Preamble

  
	
  KRI

  	
   

  	
  2.2(a)

  
	
  Killington
  Interests

  	
   

  	
  2.2(a)

  
	
  Leased Real
  Property

  	
   

  	
  3.18

  
	
  Material
  Contracts

  	
   

  	
  3.9(a)

  
	
  Notice of Claim

  	
   

  	
  9.5(a)

  
	
  Owned Real
  Property

  	
   

  	
  3.17

  
	
  Pico

  	
   

  	
  Preamble

  
	
  Plans

  	
   

  	
  3.13(a)

  
	
  Purchase Price

  	
   

  	
  2.5(a)

  






 



 9
 









 




	
  Real Property

  	
   

  	
  3.19(a)

  
	
  Real Property
  Leases

  	
   

  	
  3.18

  
	
  Related Persons

  	
   

  	
  3.27

  
	
  Representatives

  	
   

  	
  8.3

  
	
  Resolved
  Objections

  	
   

  	
  2.7(d)(i)

  
	
  Review Period

  	
   

  	
  2.7(c)

  
	
  Seller
  Indemnitees

  	
   

  	
  9.3

  
	
  Seller Permits

  	
   

  	
  3.11(b)

  
	
  Seller Plans

  	
   

  	
  3.13(a)

  
	
  Seller Trade
  Names

  	
   

  	
  8.6(a)

  
	
  Sellers

  	
   

  	
  Preamble

  
	
  Sellers Subject
  Matter

  	
   

  	
  8.3

  
	
  Space Leases

  	
   

  	
  3.19(f)

  
	
  SS Associates

  	
   

  	
  1.1(oo)

  
	
  Tramway
  Authorities

  	
   

  	
  3.29(a)

  
	
  Transferred
  Employees

  	
   

  	
  5.1(a)

  
	
  Unresolved
  Claims

  	
   

  	
  9.6

  






 


ARTICLE II          ASSETS AND PURCHASE PRICE


2.1           Sale and Purchase of Assets.  At the Closing, upon the terms and subject to
the conditions of this Agreement, Sellers shall sell, transfer, assign, convey
and, as applicable, deliver (and with respect to ASC Resorts’ ownership
interest in SP Land Company, LLC, cause ASC Resorts to sell, transfer, assign,
convey and deliver), to the Buyer, and the Buyer shall purchase from Sellers,
all of Sellers’ right, title and interest in, to and under the Assets, free and
clear of any Liens, except for any Permitted Liens, by appropriate instruments
of conveyance reasonably satisfactory to Buyer.


2.2           Assets.  The “Assets” consists of the following
(unless an Excluded Asset) belonging to or intended to be used in the Business,
whether tangible, intangible, real or personal and wherever located (with
respect to assets of ASC only if they primarily relate to the Business):


(a)           Killington’s (i) 100% ownership
interest in Killington Restaurants, Inc., a Vermont corporation (“KRI”), (ii)
50% ownership interest in Cherry Knoll Associates, LLC, (iii) one share of
common stock of Uplands and (iv) 24% ownership interest in SP Land Company, LLC
(collectively, the “Killington Interests”);


(b)           Pico’s 94% ownership interest in
Uplands


(c)           ASC Resorts’ 1% ownership interest in
SP Land Company, LLC (the “ASC LLC Interests”);


(d)           all goodwill and other intangible
assets associated with the Business, including the goodwill associated with the
Purchased Intellectual Property;



 10















(e)           all billed and unbilled accounts
receivable and all correspondence with respect thereto, including without
limitation, all trade accounts receivable, notes receivable from customers,
vendor credits and accounts receivable from employees and all other obligations
from customers with respect to sales of goods or services, whether or not
evidenced by a note;


(f)            all prepayments, prepaid charges and
expenses, including any prepaid rent and security deposits, if any, of Sellers
in connection with the Leased Real Property;


(g)           all rights of Sellers under each
Owned Property and Real Property Lease, together with all improvements,
fixtures and other appurtenances thereto and rights in respect thereof;


(h)           all Intellectual Property listed on Schedule
3.7(a) other than the Excluded Assets (the “Purchased Intellectual
Property”);


(i)            all inventories, work in progress
and supplies;


(j)            all machinery, equipment,
automobiles and other vehicles, spare parts and supplies, computers and all
related equipment, telephones, fixtures and all related equipment and all other
tangible personal property;


(k)           all rights of Sellers under the
Purchased Contracts including all claims or causes of action with respect to
the Purchased Contracts;


(l)            all documents that are related to the
Business, including documents relating to products, services, marketing,
advertising, promotional materials, Purchased Intellectual Property, personnel
files for Transferred Employees (to the extent permitted by law) and all files,
customer files (to the extent permitted by law or privacy policies) and
documents (including credit information), supplier lists, records, literature
and correspondence, whether or not physically located on any of the premises
referred to in clause (e) above, but excluding personnel files for
Employees of Sellers who are not Transferred Employees;


(m)          all nonconfidential lists and records
pertaining to customer accounts (whether past or current), suppliers,
distributors, personnel and agents;


(n)           all claims, deposits, prepayments,
warranties, guarantees, refunds, causes of action, rights of recovery, rights
of set-off and rights of recoupment of every kind and nature, except for any of
the foregoing to the extent they relate to Excluded Assets or Excluded
Liabilities;


(o)           except to the extent they relate to
Excluded Assets or Excluded Liabilities, all books, records, ledgers, files,
documents, correspondence, lists, studies and reports and other printed or
written materials;



 11
 









(p)           to the extent assignable, all
Permits, including Environmental Permits, used by Sellers in the Business
(which includes all Permits necessary to conduct the Business as currently
conducted) and all rights and incidents of interest therein;


(q)           all rights of Sellers under
non-disclosure or confidentiality, non-compete, or non-solicitation agreements
with Former Employees, Employees and agents of any Seller or with third parties
to the extent primarily relating to the Business or the Assets (or any portion
thereof);


(r)            all rights of Sellers under or
pursuant to all warranties, representations and guarantees made by suppliers,
manufacturers, sureties and contractors to the extent relating to products sold
or services provided to Sellers primarily in connection with the Business or to
the extent primarily affecting any Assets;


(s)           all cash on hand; and


(t)            all other assets of any kind or
nature of each of Killington and Pico, other than the Excluded Assets.


2.3           Excluded Assets.  The following are “Excluded Assets”
that will be retained by the Sellers:


(a)           the Sellers’ rights under or pursuant
to this Agreement and the other Related Documents;


(b)           the Sellers’ general ledger,
accounting records, minute books, statutory books and corporate seal, provided
that Buyer shall be given copies of the general ledger and accounting records
as such documents exist as of the Closing Date;


(c)           the Sellers’ personnel records and
any other records that the Sellers are required by law to retain in its
possession;


(d)           any right to receive mail and other
communications addressed to the Sellers relating to the Excluded Assets or the
Excluded Liabilities;


(e)           all rights existing under the
Excluded Contracts;


(f)            any intercompany receivables of any
kind or nature including, without limitation, any amounts due from Killington
or Pico to ASC, acknowledging that any intercompany receivables of the
Subsidiaries of the Sellers other than ASC (not including SP Land or SS
Associates) are listed on Schedule 2.3(f);


(g)           the personal property listed on Schedule 2.3(g);


(h)           all bank accounts;


(i)            the internet domain names on Schedule
2.3(i); and



 12
 









(j)            any assets and rights of any nature
whatsoever in respect of, related to or resulting from any of the items
described in this Section 2.3, inclusive, or any Excluded Liability,
including, without limitation, any Income Tax refunds, credits or adjustments
(or any rights thereto).


2.4           Assumed Liabilities and Excluded
Liabilities.


(a)           Assumed Liabilities.  At the Closing, Buyer shall assume and shall
agree to pay, defend, discharge and perform as and when due and performable the
following specific Liabilities of the Sellers, except for Excluded Liabilities:


(i)            all Liabilities of the Sellers under
the Purchased Contracts, including, without limitation, Liabilities under
Season Passes and the Permits transferred to Buyer under Section 2.2(p), in
each case that arise out of or relate to the period from and after the Closing
Date; and


(ii)           all Liabilities with respect to the
Business arising prior to the Closing Date to the extent explicitly
contemplated with respect to employee compensation and benefits by Section 5.1
of this Agreement or otherwise included in the calculation of the Final Working
Capital.


All of the Liabilities
specifically described above in this Section  2.4(a) are individually and
collectively referred to as the “Assumed Liabilities”.


(b)           Excluded Liabilities.  Buyer will not assume or be liable for any
Excluded Liabilities.  “Excluded
Liabilities” shall mean all Liabilities of Sellers arising out of, relating
to or otherwise in respect of the Business on or before the Closing Date and
all other Liabilities of Sellers other than the Assumed Liabilities, including:


(i)            all Excluded Taxes; and


(ii)           all Liabilities relating to or
arising out of the Excluded Assets.


2.5           Payment at the Closing.


(a)           The aggregate purchase price for the
Assets (the “Purchase Price”) shall be calculated as follows:


(i)            $83,500,000.00;


(ii)           less the value of the Season Passes
determined pursuant to Section 2.6;


(iii)          plus or less the amount calculated
pursuant to Sections 2.7, 2.8 (to the extent not already included in the
adjustments under Section 2.7) and 2.9 (to the extent not already included in
the adjustments under Section 2.7).



 13
 









(b)           Payments by the Buyer.  At the Closing, subject to any withholding
required by the Vermont Department of Taxes or the Vermont Department of Labor
pursuant to Section 7.2(h), and subject to 
Sections 7.2(k) and 7.2(l), the Buyer shall pay the Purchase Price less
the Indemnity Escrow Amount (which shall be paid to the Escrow Agent) by wire
transfer of immediately available funds to Sellers.


2.6           Season Pass Adjustment.  The Buyer shall receive a credit at Closing
for the value of the Season Passes outstanding as calculated pursuant to the
formula on Schedule 1.1(uu).


2.7           Working Capital Adjustments.  The Purchase Price shall be adjusted as
follows:


(a)           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 (prepared by Killington’s Chief Financial Officer),
certifying as to the estimated Working Capital as of the close of business on
the day preceding the Closing Date (the “Estimated Working Capital Amount”),
which certificate shall be accompanied by a statement of the Estimated Working
Capital Amount prepared from the books and records of the Sellers in accordance
with GAAP and in a manner consistent with the preparation of the Year-End
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 $0 (e.g. a positive
number), or decreased on a dollar for dollar basis, to the extent the Estimated
Working Capital Amount is less than $0(e.g. a negative number).


(b)           As soon as practicable, but in any
event within 60 days after the Closing Date, the Buyer shall cause to be
prepared and delivered to Sellers a statement (the “Final Adjustment
Certificate”) certifying the amount of Sellers’ Working Capital as of the
close of business on the day preceding the Closing Date (the “Final Working
Capital Amount”), prepared from the books and records of the Sellers in
accordance with GAAP and in a manner consistent with the preparation of the
Year-End Financial Statements.  The
Final Adjustment Certificate shall certify the amount payable by the Sellers to
Buyer, or by Buyer to the Sellers, pursuant to Section 2.7(f).


(c)           Upon receipt of the Final Adjustment
Certificate, Sellers 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 Sellers object that the
Final Working Capital Amount was not calculated correctly, it shall so notify
the Buyer in writing (such notice, a “Disagreement Notice”) on or before
the last day of the Review Period, setting forth a specific description of
Sellers’ objection and the amount of the adjustment to the Final Working
Capital Amount which Sellers believe should be made.  Any such Disagreement Notice shall specify
those items or amounts as to which Sellers disagree, and Sellers shall be
deemed to have agreed with all other items and amounts contained in the Final
Adjustment Certificate and the calculation of the Final Working Capital Amount
delivered pursuant to Section 2.7(b).  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 provide Sellers
full access (during normal business hours and upon reasonable notice) to 



 14
 









the books, ledgers,
files, reports and operating records of the Sellers and the then current
employees of the Sellers, and will fully cooperate in reviewing the Final Adjustment
Certificate.


(d)           Dispute Resolution.


(i)            In the event that a Disagreement
Notice is delivered in accordance with Section 2.7(c), the Buyer and
Sellers 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 Sellers in accordance with this Section 2.7(d)(i) shall
collectively be referred to herein as the “Resolved Objections.”  The Final Working Capital Amount shall be
adjusted to reflect any Resolved Objections.


(ii)           If the Buyer and Sellers 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
successor thereof) 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 2.7 and only with respect to
Differences submitted to the CPA Firm, whether and to what extent the Final
Working Capital 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 Buyer on the one hand,
and Sellers on the other hand, shall each pay 50% of the fees and disbursements
of the CPA Firm.  The Buyer and Sellers
shall 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 2.7(d)(ii) shall collectively be referred
to herein as the “CPA-Determined Differences.”  The Final Working Capital Amount shall be
adjusted to reflect any CPA-Determined Differences.


(e)           To the extent that the Final Working
Capital Amount set forth in the Final Adjustment Certificate (after taking into
account any Resolved Objections and CPA-Determined Differences) differs
from the Estimated Working Capital Amount, the adjustment to the Purchase Price
initially made pursuant to Section 2.7(a) shall be recalculated by the
parties in accordance with Section 2.7(a) by using the Final Working
Capital Amount, in lieu of the Estimated Working Capital Amount.


(f)            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 Sellers of the Final Adjustment
Certificate, (y) the resolution by the Buyer and Sellers of all objections
set forth in the Disagreement Notice, if any, and (z) the resolution by
the CPA Firm of all Differences, if any, the recalculation required by
Section 2.7(e) shall be made and the Buyer shall pay to Sellers the amount
of any increase in the Purchase Price beyond that 



 15
 









received by Sellers at
the Closing, or Sellers shall return to the Buyer the excess amount of the
Purchase Price initially received by Sellers at the Closing.  Such payment shall be made (i) in the
case of a payment to the Buyer, by Sellers 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 Sellers, by the Buyer by wire transfer of immediately
available funds to a bank account or accounts designated by Sellers.  Upon the completion of the process described
above, if such process has resulted in a payment being owed to the Buyer and if
Sellers fail to make such payments within five (5) business days after request
from Buyer, Buyer shall be entitled to be paid such amount by release of funds
from the Indemnity Escrow Account by Escrow Agent (to the extent there are
sufficient funds in the Indemnity Escrow Account).


2.8           Adjustment for Taxes, Prepayments
and Deposits.  Real property taxes,
personal property taxes, other ad valorem taxes, any governmental levies,
charges or assessments, utilities, water, sewer and any other charges
attributable to the Resort for the fiscal year during which the Closing Date
occurs as well as any other prepayments and deposits with respect to the Resort
shall be prorated and adjusted as of the Closing Date.  If the real property taxes or personal
property taxes for the fiscal year during which the Closing Date occurs are not
finally determined, then such taxes for the immediately prior fiscal year shall
be used for the purposes of prorating taxes on the Closing Date, with a further
adjustment to be made after the Closing Date as soon as such taxes are
finalized. Installments of special taxes or assessments with respect to the
Resort which are payable for the fiscal period in which the Closing Date occurs
shall be prorated as of the Closing Date. 
Sellers’ and Buyer’s obligation to make post-Closing Date adjustments
for taxes, prepayments and deposits shall survive the Closing.  Sellers’ obligations hereunder not funded
separately by Sellers at Closing shall be deducted from cash payable to Seller
at Closing and paid by Buyer.


2.9           Adjustment for Utilities.  Sellers shall cause all meters for
electricity, gas, oil, water, sewer and other utility usage related to the
Resort to be read on the Closing Date, and Sellers shall pay all charges for
such utilities which have accrued on or prior to the Closing Date.  If the utility companies are unable or refuse
to read the meters on the Closing Date, all charges for such utilities to the
extent unpaid shall be prorated and adjusted as of the Closing Date based on
the most recent bills therefor.  Sellers
shall provide notice to Buyer at least three (3) Business Days before the
Closing Date setting forth:  whether
utility meters will be read as of the Closing Date; and a copy of the most
recent bill for any utility charges which are to be prorated and adjusted as of
the Closing Date.  If the meters cannot
be read as of the Closing Date and, therefore, the most recent bill is used to
prorate and adjust as of the Closing Date, then to the extent that the amount
of such prior bill proves to be more or less than the actual charges for the
period in question, a further adjustment shall be made after the Closing Date
as soon as the actual charges for such utilities are available, which Buyer
shall have read as soon as possible after the Closing Date.  Sellers’ and Buyer’s obligation to make such
post-Closing Date adjustments for utilities shall survive the Closing. Sellers’
obligations hereunder not funded separately by Sellers at Closing shall be
deducted from the Purchase Price payable to Sellers at Closing pursuant to
Section 2.5 hereof.


2.10         Cooperation on Tax Matters.  Buyer and Sellers shall furnish or cause to
be furnished to each other, as promptly as practicable, such information and
assistance relating to 



 16
 









the Assets and the Assumed Liabilities as is
reasonably necessary for the preparation and filing of any Tax Return, claim
for refund or other filings relating to Tax matters, for the preparation for
any Tax audit, for the preparation for any Tax protest, for the prosecution or
defense of any suit or other proceeding relating to Tax matters.


2.11         Allocation of Purchase Price.  The Assumed Liabilities and the Purchase
Price shall be allocated as set forth on Schedule 2.11 (the “Allocation
Schedule”).  No later than 30 days
after the Closing Date, Buyer shall deliver to the Sellers a draft IRS Form
8594 prepared in accordance with the Allocation Schedule.  Each of Buyer and the Sellers shall timely
file IRS Form 8594 in accordance with such draft IRS Form 8594 and shall file
all other Tax Returns in a manner consistent with such draft IRS Form 8594 and
the Allocation Schedule.  Neither Buyer
nor the Sellers shall take any position for Tax purposes that is inconsistent
with such draft IRS Form 8594 or the Allocation Schedule.


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;
Ownership Interest.


(a)           Killington is a corporation duly
formed, validly existing and in good standing under the laws of Vermont and has
all requisite power and authority to own, lease and operate its properties and
carry on its business as presently owned or conducted.


(b)           Pico is a corporation duly formed,
validly existing and in good standing under the laws of Vermont and has all
requisite power and authority to own, lease and operate its properties and
carry on its business as presently owned or conducted.


(c)           KRI is a corporation duly formed,
validly existing and in good standing under the laws of Vermont and has all
requisite power and authority to own, lease and operate its properties and
carry on its business as presently owned or conducted.


(d)           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.


(e)           Each Seller is duly qualified or
authorized to do business as a foreign corporation and is in good standing
under the laws of each jurisdiction in which it owns or leases real property
and each other jurisdiction in which the conduct of its business or the
ownership of its properties requires such qualification or authorization.


(f)            Schedule 3.1(f) of the Seller
Disclosure Schedule sets forth the equity ownership as of the date hereof for
the Non-Controlled Subsidiary and for each of KRI, Uplands and Cherry Knoll.


3.2           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 



 17
 









connection herewith. 
This Agreement and such Related Documents have been or will be 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”).  ASC has received consent from a majority of
the voting shares of ASC to the consummation 
of the transaction contemplated by this Agreement, which consent shall
be effective upon the satisfaction of the condition set forth in Section 7.3(e)
of this Agreement.


3.3           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 the certificate of incorporation or by-laws of any
of the Sellers; (b) except as set forth in Schedule 3.3 of the
Seller Disclosure Schedule, does not and will not conflict with, or result in a
breach of any of the terms or provisions of, or constitute a default under any
Material Contract (as defined below) to which any Seller is a party or by which
it may be bound or to which its properties may be subject; and
(c) assuming compliance with the matters referred to in Section 3.4,
does not and will not violate any existing applicable Law material to the
business of the Sellers or any Judgment of any Governmental Agency having
jurisdiction over any of the Sellers or any of their respective properties in
any material respect.


3.4           No Governmental Authorization or
Consent Required.


(a)           Except as set forth on Schedule 3.4(a)
of the Seller Disclosure Schedule and except for compliance with any
applicable requirements of the HSR Act, the Vermont Public Service Board, 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 Sellers in connection
with the due execution and delivery by such Person of this Agreement and the
consummation by such Person of the transactions contemplated hereby other than
such authorizations, approvals, notices or filings with any Governmental Agency
that, if not obtained or made, would not materially and adversely affect,
impede or delay the Sellers’ ability to consummate the transactions
contemplated by this Agreement and the Related Documents (in accordance with the
terms of this Agreement) or which would not reasonably be expected to result in
a Material Adverse Effect.


(b)           Except as contemplated by
Section 3.4(a) or as set forth in Schedule 3.4(b) of
the Seller Disclosure Schedule, no consents or approvals of, or notices or
filings with any third party will be required to be obtained or made by any of
the Sellers in connection with the due execution and delivery by such Person of
this Agreement and the consummation by such Person of the transactions
contemplated hereby other than such 



 18
 









consents, approvals,
notices and filings with third parties that if not made or obtained 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.  Buyer and Sellers acknowledge that pursuant
to that certain contract for sale of land dated June 1, 1988 by and between
Killington and Mountain Side Properties, Inc. (“MSP”), MSP has an option
to purchase the parcel of land described in Exhibit B to such agreement (the “MSP
Option Parcel”).  Killington shall
use commercially reasonable efforts to get MSP to waive its option to purchase
in connection with the transaction contemplated by this Agreement and any
subsequent conveyance to an Affiliate of Buyer. 
In the event that Killington can not obtain such waiver, Buyer shall be
required to complete the transaction contemplated by this Agreement, subject to
the terms and conditions hereof, without acquiring such land and without a
reduction in the purchase price. 
However, at Closing, Killington shall grant Buyer a recordable easement
agreement with easement rights over the MSP Option Parcel necessary to conduct
its business, shall agree not to sell or otherwise encumber the MSP Option
Parcel without the consent of Buyer and agrees to assign to Buyer all of the
proceeds of any sale of the MSP Option Parcel (after payment of actual
out-of-pocket transaction costs incurred by Killington).  A Memorandum of this easement agreement,
assignment of net sales proceeds and agreement not to sell or encumber will be
recorded at Closing.  These covenants
relating to the MSP Option Parcel shall survive closing of the transaction
contemplated by this Agreement.


3.5           Financial Statements.


(a)           The Financial Statements fairly
present, in all material respects, the financial position of the Resort, the
results of its operations and cash flows for the periods indicated, all in
conformity with GAAP applied on a consistent basis (except for the absence of
(i) notes, and (ii) any allocation to the Sellers of liabilities in
respect of the Sellers corporate general and administrative, marketing and
sales, and information technology expenses.) 
The Financial Statements have been accurately derived from the books and
records of the Sellers (other than ASC), Uplands and KRI.


(b)           No Seller has any Liabilities of a
nature required to be reflected in, reserved against or otherwise described in
financial statements prepared in accordance with GAAP which are material in
financial terms to the Business, as applicable, taken as a whole, other than
(i) Liabilities reflected on the balance sheet included in the Interim
Financial Statements, or (ii) Liabilities accruing after October 29, 2006
in the ordinary course of business consistent with past practice, none of which
are material in amount or impose material long term obligations on the Business,
or (iii) Liabilities included on Schedule 3.5(b) of the Seller
Disclosure Schedule.


3.6           No Material Adverse Effect.  Since October 29, 2006 and as of the date
hereof, there has not occurred a Material Adverse Effect with respect to the
Business, or any event or condition that, individually or in the aggregate,
would reasonably be expected to result in a Material Adverse Effect, other than
any adverse effect on the present or future operations of the Resort as a
result of the weather and limited snow during the 2006-2007 ski season.



 19
 









3.7           Intellectual Property.


(a)           Schedule 3.7(a) of the Seller
Disclosure Schedule sets forth, as of the date hereof, trademarks, service
marks, copyright, patents and domain names which are registered to any Seller
(other than ASC) or to ASC (if it solely relates to the Business) or for which
applications for registration are currently pending in the name of such Seller
(the “Intellectual Property”) and all material intellectual property
license agreements to which any Seller (other than ASC) or ASC (if it solely
relates to the Business) is a party.


(b)           (i) The Sellers own the Intellectual
Property and own or possess adequate licenses or other valid rights to use, all
United States patents, trademarks (registered or unregistered), trade names,
service marks, copyrights and applications and registrations therefor, trade
secrets and other intellectual property, whether or not subject to statutory
registration or protection, which are material to the conduct of the Business
as of the date hereof (together with the Intellectual Property, the “Intellectual
Property Rights”), (ii) the validity of the Intellectual Property
Rights and the title or rights to use thereof of the Sellers is not being
challenged in any litigation to which the Sellers are a party, nor to the
Knowledge of the Sellers, is any such litigation threatened, (iii) to the
knowledge of the Sellers except as set forth on Schedule 3.7(b) of the
Seller Disclosure Schedule and as of the date hereof, no products or services
of the Business or the conduct of the Business materially infringes upon or
otherwise violates the intellectual property rights of third parties, and
(iv) to the Knowledge of the Sellers, no Person is materially infringing
upon or violating any of the Intellectual Property Rights in each case, except
as where such occurrence or event could not reasonably be expected to result in
a Material Adverse Effect on the Business.


(c)           Except as disclosed in Schedule
3.7(c) of the Seller Disclosure Schedule, the Sellers have not sold or
otherwise disposed of or transferred or granted, any interest in such
Intellectual Property listed on Schedule 3.7(a) of the Seller Disclosure
Schedule.


(d)           To the knowledge of the Sellers, the
Sellers have valid licenses or other rights to use all material computer
software programs which are used to operate the Business as currently
conducted.


3.8           Compliance with Laws.  Except as set forth in Schedule 3.8 of
the Seller Disclosure Schedule since January 1, 2003, the Business has not
been, and is not being, conducted in violation of applicable Laws in any
material respect.  As of the date hereof,
except as set forth in Schedule 3.8 of Seller Disclosure Schedule,
no investigation or material review by any Governmental Agency with respect to
the Sellers is pending or, to the Knowledge of the Sellers, threatened in
connection with the Business.  Except as
set forth in Schedule 3.8 of the Seller Disclosure Schedule, the
Sellers have not, as of the date hereof, received any notice or communication of
any noncompliance with any such Laws in any material respect that has not been
cured as of the date hereof; provided, however, that the Sellers
make no representation or warranty in this Section 3.8 with respect to
labor matters and ERISA and employee benefit laws or environmental matters or
tax laws, which are addressed specifically elsewhere in this Agreement.  The representations and warranties in this
Section 3.8 shall not apply to any matters 



 20
 









relating to Environmental Laws which matters are
exclusively addressed in the representations and warranties in Section 3.15 of
this Agreement.


3.9           Contracts.


(a)           Schedule 3.9 of the Seller
Disclosure Schedule lists or describes, as of the date hereof, and, except to
the extent such delivery is not prohibited by the terms of such Contracts, the
Buyer has been furnished copies of, all Contracts (x) to which any of the
Sellers (other than ASC) is a party, (y) to which ASC is a party which
specifically relate to the Resort, and (z) by which any of the Assets are bound,
which (i) involve payments or other consideration in excess of $100,000 in
any year; (ii) are contracts and other agreements with any current or
former officer, director, equity holder or Affiliate of Sellers; (iii) are
contracts and other agreements with any labor union or association relating to
any current or former employee or employee group; (iv) provide for any
partnership, joint venture or other similar arrangement; (v) relate to the
acquisition or disposition within the past two (2) years of any material asset
having a book value in excess of one hundred thousand dollars ($100,000)
(whether by merger, sale of stock or sale of assets) other than the purchase
and sale of inventory, equipment and other personal property in the ordinary
course of business; (vi) provide for (a) the employment of any
consultant or broker for a term that would exceed one (1) year from the date of
the Closing and that are not terminable at will without penalty or (b) the
employment of any independent attorney or accounting firm not terminable at
will; (vii) would prohibit or limit in any material respect the Sellers
from engaging in its present business; (viii) require the purchase of
materials, inventories, services or supplies that have a remaining contractual
term of more than one (1) year from the Closing and would require payments in
the aggregate in excess of $100,000; (ix) are contracts to purchase
personal property to which the Sellers are a party and provide for a purchase
price of $100,000 or more; (x) provide for severance, retention, change in
control or other similar payments that would be the responsibility of Buyer
after Closing; (xi) relate to guaranty, surety or indemnification, direct
or indirect, by any Seller, in each case to the extent related to the Assets or
the Business; (xii) relate to (A) water use for snowmaking purposes, (B) zoning
densities and developmental rights, and (C) water, sewer and disposal, in each
case relating to the Business (except for water and sewer service agreements
entered into in the ordinary course of business; or (xiii) are otherwise
material or not made in the ordinary course of business consistent with past
practice.  The Contracts described in
this Section 3.9(a) are referred to as the “Material Contracts”.


(b)           Each of the Material Contracts is in
full force and effect and is the legal, valid and binding obligation of each
Seller which is a party thereto, and to the knowledge of the Sellers of the
other parties thereto.  With respect to
all Material Contracts, no Seller nor, to the Knowledge of the Sellers, any
other party to any such contract is in breach thereof or default thereunder in
any material respect and the Sellers have not received written claim of
material breach or default or written notice of termination thereunder, except
for such breaches and defaults as to which requisite waivers or consents have
been obtained.  Except as set forth on
Schedule 3.9(b), Sellers and the Subsidiaries have, and will transfer to Buyer
at the Closing, good and valid title to the Material Contracts (other than
Excluded Contracts), free and clear of all Liens other than Permitted Liens.



 21















3.10         Litigation.  Except as disclosed in Schedule 3.10
of the Seller Disclosure Schedule, there is no Litigation pending or, to the
Knowledge of the Sellers, threatened against the Sellers, the Subsidiaries of
the Sellers (other than ASC except to the extent it solely relates to the
Assets), the Assets or the Resort that, with respect to each such Litigation
(a) (i) is not covered by insurance or (ii) is covered by insurance
and would reasonably be expected to result in a liability to the Sellers or the
Subsidiaries of the Sellers in excess of $100,000 or $250,000 in the aggregate
for all such Litigation or (b) would reasonably be expected to result in a
material and adverse effect on Sellers’ ability to consummate the transactions
contemplated by this Agreement.  Except
as set forth on Schedule 3.10 of the Seller Disclosure Schedule, no
Seller has received written notice that any Seller is subject to any material
order, Judgment, injunction or decree of any Governmental Authority.


3.11         Approvals.


(a)           The Sellers have in full force and
effect all material Approvals necessary for the operation of the Resort as of
the date hereof (not including for this purpose any Approvals necessary for any
future development or construction activity on any Real Property).  Since January 1, 2005, except as set forth on
Schedule 3.11(a) of the Seller Disclosure Schedule, the Sellers
have not received written notice of any material default under any such
Approval.


(b)           Schedule 3.11(b) contains
a list of all material Permits which are required for the operation of the
Business as presently conducted and as presently intended to be conducted,
including without limitation material Environmental Permits and Liquor Licenses
(“Seller Permits”), other than those the failure of which to possess is
not reasonably expected to have a Material Adverse Effect.  Each Seller currently has all Permits, and
the Seller Permits constitute all Permits, which are required for the operation
of the Business and the ownership or operation of the Real Property as
presently conducted and as presently intended to be conducted, other than those
the failure of which to possess is immaterial. 
Excluding matters relating to Environmental Permits which are covered in
Section 3.15 hereof, no Seller and no Real Property is in default or violation,
and no event has occurred which, with notice or the lapse of time or both,
would constitute a default or violation, in any material respect of any term,
condition or provision of any Seller Permit and there are no facts or circumstances
which could form the basis for any such default or violation.  There is no Litigation pending or, to the
Knowledge of the Sellers, threatened, relating to the suspension, revocation or
modification of any of the Seller Permits.


3.12         Labor Matters.


(a)           Except as set forth on Schedule 3.12
of the Seller Disclosure Schedule, the Sellers 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, safety and health, workers’ compensation and the
collection and payment of withholding and/or social security taxes and similar
taxes.



 22
 









(b)           As of the date hereof, there are no
active or, to the Knowledge of the Sellers, threatened, strikes, work
stoppages, boycotts or concerted labor actions against the Sellers.


(c)           Except as set forth on Schedule 3.12
of the Seller Disclosure Schedule, as of the date hereof, none of the Sellers
has received written notice of any pending (i) proceedings under the
National Labor Relations Act or before the National Labor Relations Board,
(ii) grievances or arbitrations, or (iii) organizational drives or
unit clarification requests, in each case against or affecting the Sellers.


(d)           None of the Sellers is a party to any
labor or collective bargaining agreement and there are no labor or collective
bargaining agreements which pertain to Employees of any of the Sellers.


3.13         Employee Benefit Plans.


(a)           Schedule 3.13 of the
Seller Disclosure Schedule 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 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, or consultant of the Sellers have
any present or future right to benefits or which is entered into, sponsored,
maintained, contributed to or required to be contributed to, as the case may
be, by the Sellers or any ERISA Affiliate or under which the Sellers or any
ERISA Affiliate has any present or future liability.  To the extent the Sellers sponsor, maintain,
contribute to, are required to contribute to, or have any liability with
respect to any such Plans, the same shall be collectively referred to as the “Seller
Plans.”


(b)           With respect to each Seller 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 material
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 Seller Plans; and 



 23
 









(vi) all contracts
and other service agreements with any third party administrators in connection
with the Seller Plans.


(c)           Each Seller Plan has been
established, maintained, and administered in accordance with its terms, and is
in compliance with the applicable provisions of ERISA, the Code and other
applicable Laws; (ii) each Seller Plan which is intended to be qualified
within the meaning of Section 401(a) of the Code (and each related trust
agreement, annuity contract, or other funding instrument) is so qualified and
has received a favorable determination letter from the IRS as to its
qualification, and nothing has occurred, whether by action or failure to act,
that would cause the loss of such qualification; (iii) for each Seller
Plan that is a “welfare plan” within the meaning of Section 3(1) of ERISA,
neither the Sellers nor any ERISA Affiliate has or will have any liability or
obligation under any plan which provides medical, death or other welfare
benefits with respect to current or former employees of the Sellers beyond
their termination of employment (other than coverage mandated by Law) and no
condition exists which would prevent the Sellers from amending or terminating
any such welfare plan; (iv) to the Knowledge of the Sellers, no event has
occurred with respect to any Seller Plan that would subject the Sellers to any
Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other
applicable Laws; (v) to the Knowledge of the Sellers, 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
Seller Plan; (vi) neither the Sellers nor, to the Knowledge of the
Sellers, any plan fiduciary of any Seller Plan subject to ERISA has otherwise
violated the provisions of Part 4 of Title I, Subtitle B of ERISA; and
(vii) each Seller 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)           Except as set forth on Schedule 3.13
of the Seller Disclosure Schedule, neither the Sellers nor any ERISA Affiliate
has ever (i) maintained, contributed to, or been obligated to contribute
to any plan which is subject to Title IV or 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.


(e)           Except as set forth on Schedule 3.13
of the Seller Disclosure Schedule, the consummation of the transactions
contemplated by this Agreement will not (either alone or together with any
other event) entitle any employee of the Sellers to severance pay or to
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 Seller Plan or other agreement with such employee.


(f)            All contributions (including all
employer contributions and employee salary reduction contributions) required by
each Seller Plan or by any applicable Law or agreement to have been made under
any Seller Plan to any fund, trust, or account 



 24
 









established thereunder or
in connection therewith have been made by the due date thereof, or the deadline
for making such contribution has not yet passed.


(g)           None of the Seller Plans are “multiple
employer welfare arrangements” within the meaning of Section 3(40) of
ERISA.  With respect to any of the Seller
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 Litigation pending or, to
the Knowledge of the Sellers, threatened alleging any breach of the terms of
any Seller Plan or of any fiduciary duties thereunder or violation of any
applicable Law with respect to any Seller Plan, nor to the Knowledge of the
Sellers, any arbitration, proceeding or investigation.  To the Knowledge of the Sellers, neither the
Sellers 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 Seller Plan.


(i)            The Sellers have not announced any
plan or legally binding commitment to create any additional Seller Plans or to
amend or modify any existing Seller Plan, except to the extent such amendment
is made to reflect the requirements of applicable Law.


(j)            No event has occurred in connection
with which the Sellers or any ERISA Affiliate or any Seller Plan, directly or
indirectly, could be subject to any material liability (a) under any
statute, regulation or governmental order relating to any Seller Plans or
(b) pursuant to any obligation of the Sellers to indemnify any person
against material liability incurred under any such statute, regulation or order
as they relate to the Seller Plans.


(k)           Except as set forth on Schedule
3.13(k) of the Seller Disclosure Schedule, no event has occurred in
connection with which the Sellers or any Seller Plan could be subject to any
material liability with respect to any Plan maintained by an ERISA Affiliate.


3.14         Brokers.  No broker, finder or similar intermediary has
acted for or on behalf of the Sellers or any of their Subsidiaries or
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 the Sellers or any of
their Subsidiaries or Affiliates or any action taken by any such Person.



 25
 









3.15         Environmental Compliance.


(a)           Except as set forth on Schedule
3.15 of the Seller Disclosure Schedule, (i) since January 1, 2003 and,
to the Knowledge of the Sellers, at any time prior to such date, the operations
of each Seller (other than ASC), and the operations of ASC as they relate to
the Resort have been and are in compliance in all material respects at all
times with all applicable Environmental Laws which compliance includes
obtaining, maintaining and complying with all Environmental Permits required
for the operation of the Business; (ii) there are no pending or, to the
Knowledge of the Sellers, threatened material Environmental Claims (A) against
any of the Sellers (other than ASC) and (B) against or related to the Resort;
(iii) since January 1, 2003 and, to the Knowledge of the Sellers, at any time
prior to such date, none of the Sellers has generated, treated, stored,
transported, discharged, disposed of or released or cleaned up any Hazardous
Substance on any property now or previously owned, leased or used by the
Sellers (other than ASC) or at any other location in a manner which, to the
Knowledge of the Sellers, is reasonably likely to result in material liability
pursuant to Environmental Laws for any of the Sellers (with respect to ASC,
only as it relates to the Business); (iv) no Hazardous Substance exists
above ground and the Sellers do not store any Hazardous Substance in an
underground storage tank in any property now owned, leased or used by the
Sellers in connection with the Resort; and (vi) the Sellers have delivered
or made available to the Buyer true, complete and correct copies of all
material environmental reports, analyses, tests or monitoring in their
possession or in the possession of the Sellers pertaining to any property owned
or operated in connection with the Resort.


(b)           Except as set forth on Schedule
3.15 of the Seller Disclosure Schedule, since January 1, 2003 and, to the
Knowledge of the Sellers, at any time prior to such date, there have been no
discharges by the Sellers or the ASC Real Estate Affiliate of dredged or fill
material into any waters of the United States, or any other activity, on or
within property owned or operated by the Sellers in violation of the Clean
Water Act, 33 U.S.C. 1344, and its implementing regulations (collectively, the “Clean
Water Act”), other than discharges or activities which do not constitute
material violations of existing permits (the “404 Water Permits”).


(c)           The Sellers have all material permits
required under the Clean Water Act.  In
addition, the Sellers have performed all material mitigation required by any
Government Agency, and such mitigation has been approved by the applicable
Governmental Agency.


(d)           Schedule 3.15 is deemed to
include information explicitly disclosed in (i)(a) the environmental studies,
Phase I reports or Phase II reports listed on Schedule 3.15(a) or (b) in
environmental studies or reports 
commissioned by Buyer, SP Land Company, LLC or E2M Partners or their
Affiliates prior to Closing and (ii) (a) all storm water remediation reports
listed on Schedule 3.15(a) or (b) all storm water remediation reports
commissioned by Buyer, SP Land Company, LLC or E2M Partners or their
Affiliates.


(e)           All environmental studies, Phase I
reports, Phase II reports and storm water remediation reports in the possession
of Sellers are listed on Schedule 3.15. 
Sellers 



 26
 









have not received any
written notice of existing violations of Environmental Laws except as set forth
on Schedule 3.15.


3.16         Insurance.


(a)           Schedule 3.16(a) of the
Seller Disclosure Schedule sets forth as of the date hereof a description of
each insurance policy (the “Insurance Policies”) of the Sellers.  Except as noted on Schedule 3.16(a) of
the Seller Disclosure Schedule and as of the date hereof, (i) all
Insurance Policies are in full force and effect and all premiums due and
payable thereof 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 or the Related Documents, (ii) there are no pending
claims in excess of $100,000 under any Insurance Policy as to which the
respective insurers have denied coverage and (iii) since November 6, 1997,
the Sellers have been fully insured for worker’s compensation claims.  None of the Sellers has received any notice
from any insurance company since January 1, 2003 of such insurance company’s
intention not to renew any such Insurance Policy or materially increase the
premiums thereunder.


(b)           Schedule 3.16(b) of the Seller
Disclosure Schedule sets forth a true and correct list of any pending worker’s
compensation claims not covered by insurance.


3.17         Owned Real Property.  Schedule 3.17 of the Seller
Disclosure Schedule is a complete and accurate list of all interests in
real property owned by the Sellers and Grand Summit Resort Properties, Inc. or
which will be owned by the Sellers on the Closing Date that will be conveyed to
Buyer (the “Owned Real Property”).


3.18         Leased Real Property.  Schedule 3.18 of the Seller
Disclosure Schedule is a complete and accurate list of all leases, subleases,
licenses and other agreements (collectively, the “Real Property Leases”)
under which the Sellers use or occupy any real property that will be conveyed
to Buyer, including without limitation, real property owned by the State of
Vermont (the land, buildings and other improvements covered by the Real
Property Leases being herein called the “Leased Real Property”).  The Sellers have delivered to the Buyer true
and correct copies of the Real Property Leases. 
Except as set forth in Schedule 3.18 of the Seller
Disclosure Schedule, each Real Property Lease is in full force and effect and
neither the Sellers nor, to the Knowledge of the Sellers, any other party to
such Real Property Lease is in breach in any material respect thereof or
default in any material respect thereunder. 
Each Seller has a valid leasehold interest under each of the Real
Property Leases under which it is a lessee, free and clear of all Liens other
than Permitted Liens.


3.19         Real Property.


(a)           The Leased Real Property and the
Owned Real Property (the “Real Property”) is all of the real property
that the Sellers own or occupy (or will own or occupy on the Closing Date) for
use in the Resort.


(b)           The Sellers own or will, on the
Closing Date, own good and marketable fee title to the Owned Real Property and
good and valid leasehold interests in the Leased Real Property, subject only to
Permitted Liens and Liens to be released on or before the 



 27
 









Closing Date, except for
any Liens on Leased Real Property imposed by the fee owner thereof that is not
in violation of the terms of the applicable Real Property Lease.  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 after the Closing Date provided
the title insurance policy and/or endorsement is issued to the Buyer providing
full insurance coverage therefore as of the Closing Date but only with respect
to matters insured against by such title policy.


(c)           Except as set forth on Schedule
3.19(c) of the Seller Disclosure Schedule, the Sellers have not received
written notice regarding any of the following (except for matters previously
resolved):  (i) any dispute from any
contiguous property owners concerning contiguous boundary lines, or
(ii) any claims of others to rights over, under, across or through any of
the Real Property by virtue of use or prescription.


(d)           The Sellers have previously delivered
to the Buyer copies of the most recently issued real and personal (including
vehicles) property tax assessments and tax bills, if any, for the Sellers’
2004, 2005 and 2006 (if available) fiscal years for all property owned or
leased by the Sellers.


(e)           Except as set forth on Schedule 3.19(e)
of the Seller Disclosure Schedule, all Owned Real Property is free from
agreements creating an obligation to sell, lease, use or grant a third party
option to sell, lease or use.


(f)            Schedule 3.19(f) of the
Seller Disclosure Schedule sets forth, as of the date hereof, all material
leases, subleases and licenses (collectively, the “Space Leases”)
granting to any Person other than the Sellers any right to the possession, use,
occupancy or enjoyment of the Real Property or any portion thereof.  Each Space Lease is valid, binding and in
full force and effect, and neither the Sellers nor, to the Knowledge of the
Sellers, any other party to such Space Lease is in material breach thereof or
default thereunder.


(g)           Except as set forth in Schedule 3.19(g)
of the Seller Disclosure Schedule, none of the Sellers has received notice of
and there is no pending or, to the Knowledge of the Sellers, as of the date
hereof, 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.


(h)           All chairlifts, gondolas, buildings
and other improvements, access roads and ski-runs used in connection
with the Resort, each as listed on the surveyor certificate attached as Exhibit
A hereto, are located either on (i) the Owned Real Property, (ii) valid
easements owned by the Sellers which allow the existence,  operation and maintenance of the applicable,
chairlifts, gondolas, buildings, improvements or ski-runs, or (iii) land
leased by the Sellers pursuant to valid leases which allow the existence,
operation and maintenance of the applicable, chairlifts, gondolas, buildings,
improvements or ski-runs.  The
foregoing representation shall be deemed deleted after the Closing Date
provided affirmative title insurance coverage or title insurance endorsement is
issued to Buyer (at 



 28
 









Sellers’ cost) providing
full insurance coverage therefore as of the Closing Date but only with respect
to matters insured against by such title policy, coverage or endorsement.


(i)            None of the Real Property is subject
to regulation by the U.S. Forest Service, and no Permits are, nor are required
to be, issued by the U.S. Forest Service to any Seller with respect to any Real
Property.


(j)            The Real Property constitutes all
interests in real property currently used, occupied or currently held for use
by Sellers in connection with the Business. 
The Real Property is not subject to any leases, rights of first refusal
or options to purchase or rights of occupancy except the Space Leases set forth
on Schedule 3.19(f) or otherwise disclosed on the title reports obtained
by Buyer.


(k)           Sellers have delivered to Buyer true
and correct copies of all maps and surveys with respect to all of the Real
Property in Sellers’ possession or control.


3.20         Personal Property.  The Sellers own, or have a valid lease or
license with respect to, the material tangible personal property (including
without limitation ski lift systems and snowmaking equipment and systems) which
is necessary for the operation of the Business substantially in the same manner
as currently conducted, free and clear of all Liens other than Permitted Liens.


3.21         Tax Matters.


(a)           All Tax Returns required to be filed
by or on behalf of the Sellers, Uplands and KRI and to the Knowledge of the
Sellers, on behalf of the Non-Controlled Subsidiary with respect to the
Business have been properly prepared and timely filed and all such Tax Returns
are correct and complete in all material respects.  All material Tax Returns required to be filed
by or with respect to the Sellers 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 Taxes payable by or on behalf of the
Sellers and the Subsidiaries of the Sellers other than ASC and to the Knowledge
of the Sellers, the Non-Controlled Subsidiary with respect to the Business have
been fully and timely paid.  With respect
to any period for which Taxes are not yet due or owing, each of the
Subsidiaries of the Sellers other than ASC and to the Knowledge of the Sellers,
the Non-Controlled Subsidiary, Seller has made due and sufficient accruals for
such Taxes in its Financial Statements and its books and records.


(b)           The Sellers and the Subsidiaries of
the Sellers other than ASC and to the Knowledge of the Sellers, the
Non-Controlled Subsidiary, have complied in all material respects with all
applicable Laws relating to the payment and withholding of Taxes with respect
to the Business and has duly and timely withheld and paid over to the
appropriate Taxing Authority all amounts required to be so withheld and paid
over under all applicable Laws.


(c)           Neither the Sellers and the
Subsidiaries of the Sellers other than ASC nor to the Knowledge of the Sellers,
the Non-Controlled Subsidiary, have waived any statute 



 29
 









of limitations in respect
of any Taxes with respect to the Business or agreed to any extension of time
with respect to any material assessment or Tax deficiency.


(d)           With respect to all Tax Returns of
the Sellers and the Subsidiaries of the Sellers other than ASC and to the
Knowledge of the Sellers, the Non-Controlled Subsidiary, with respect to the
Business, (i) no audits are in progress and no extensions of time (other
than automatic extensions of time) are in force with respect to any date on
which any Tax Return was or is to be filed and no waivers or agreements are in
force for the extension of time for the assessment or payment of any Tax; and
(ii) there are no unassessed deficiencies proposed or threatened in
writing or as to which the Sellers have Knowledge based upon personal contact
with any agent of a Taxing Authority against the Sellers and the Subsidiaries
of the Sellers other than ASC or to the Knowledge of the Sellers, the
Non-Controlled Subsidiary and all deficiencies asserted or assessments made as
a result of any examinations by any Taxing Authority of the Tax Returns of, or
including, any Seller or to the knowledge of the Sellers, the Non-Controlled
Subsidiary have been fully paid.


(e)           No issue has been raised by written
inquiry of any Taxing Authority, which, by application of the same principles,
would reasonably be expected to affect the Tax liability of Buyer, Uplands, KRI
or to the Knowledge of Seller the Non-Controlled Subsidiary, or any of their
affiliates in any taxable period (or portion thereof) ending after the Closing
Date.


(f)            There are no powers of attorney with
respect to any Tax matter currently in force that would, in any manner, bind,
obligate or restrict Buyer, Uplands, KRI or to the Knowledge of Seller, the
Non-Controlled Subsidiary.


(g)           Neither the Sellers and the
Subsidiaries of the Sellers other than ASC nor to the Knowledge of the Sellers,
the Non-Controlled Subsidiary have executed or entered into any written
agreement with, or obtained or has a pending application for any written
consents or written clearances or any other Tax rulings from, nor has there
been any written agreement executed or entered into on behalf of any of them
with any Taxing Authority, relating to material Taxes of the Business,
including any IRS private letter rulings or comparable rulings of any Taxing
Authority and closing agreements pursuant to Section 7121 of the Code or any
predecessor provision thereof or any similar provision of any Law.


(h)           None of the Sellers, the Subsidiaries
of the Sellers other than ASC nor to the Knowledge of Sellers, the
Non-Controlled Subsidiary, have participated in any way in any “reportable
transaction” within the meaning of Treasury Regulation Section 1.6011-4.


(i)            To Sellers Knowledge, at all times
since inception, the Non-Controlled Subsidiary has been properly treated as a
partnerships for Tax purposes and none of the LLCs has made an election, by IRS
Form 8832 or otherwise, to be treated as a corporation or has been a “publicly
traded partnership” within the meaning of Section 7704 of the Code.



 30















(j)            Except as set forth on Schedule
3.21(j), neither the Sellers nor, to the Knowledge of the Sellers, the
Subsidiaries of the Sellers other than ASC or the Non-controlling Subsidiaries,
have agreed to and, to the Knowledge of the Sellers, neither the Sellers, the
Subsidiaries of the Sellers other than ASC nor the Non-Controlled Subsidiary
are 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.


(k)           Except as may be disclosed on the
title report delivered to Buyer, there are no material Liens for Taxes upon the
assets or properties of the Sellers (other than ASC except with respect to the
Resort), except for statutory Liens for current Taxes not yet due and except
for Taxes, if any, as are being contested in good faith for which appropriate
reserves have been established in accordance with GAAP.


3.22         Not a Foreign Person.  None of the Sellers is a “foreign person”
within the meaning of Section 1445 of the Code.


3.23         OFAC.  None of Sellers is (x) a person or entity
described in Section 1 of Executive Order 132224 Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support
Terrorism, 66 Federal Register 49,079, September 24, 2001 or (y) engages in any
dealings or transactions or is otherwise associated with any such person(s) or
entity(ies).  None of the Sellers is an
individual or entity named on a Government List, and the monies used in
connection with this Agreement and amounts committed with respect thereto, were
not and are not derived from any activities that contravene any applicable
anti-money laundering or anti-bribery laws and regulations (including funds
being derived from any person, entity, country or territory on a Government
List or engaged in any unlawful activity defined under Title 18 of the United
States Code, Section 1956(c)(7)).  For
purposes of this paragraph “Government List” means any of (a) the two lists
maintained by the United States Department of Commerce (Denied Persons and
Entities), (b) the list maintained by the United States Department of Treasury
(Specially Designated Nationals and Blocked Persons), and (c) the two lists maintained
by the United States Department of State (Terrorist Organizations and Debarred
Parties).


3.24         Killington Interests.  Killington owns the Killington Interests free
and clear of all liens and has delivered to Buyer true, complete and correct
copies of the organizational documents for the entities to which the Killington
Interests pertain.


3.25         ASC LLC Interests.  ASC Resorts owns the ASC LLC Interests free
and clear of all liens and Sellers have delivered to Buyer true, complete and
correct copies of the organizational documents for the entities to which the
ASC LLC Interests pertain.


3.26         Title and Sufficiency; Assets.


(a)           The Sellers own and have good title
to each of the Assets, free and clear of all Liens (other than, with respect to
all Assets other than the LLC Interests and the ASC LLC Interests, Permitted
Liens).  Except as set forth in Schedule
3.26(a), the Assets constitute all of the assets used in or held for use in
the Business and constitute all assets 



 31
 









that are necessary and
sufficient for Buyer to conduct the Business from and after the Closing Date
without interruption and in the ordinary course of business in the manner
conducted immediately prior to the Closing. 
Except as set forth in Schedule 3.26(a), no Affiliate of any
Seller owns, uses or has any interest in any asset used or held for use in the
Business.


3.27         Certain Ski-related Representations.


(a)           Except
as set forth on Schedule 3.27(a), the Sellers have no obligations,
commitments, agreements or arrangements, to provide free, fixed-rate, or
reduced-rate ski tickets or passes, club memberships, goods, materials,
accommodations or services of any nature whatsoever to any person or party in
connection with the conduct of the Business and operations at the Resort or the
use or ownership of the Assets, or agreements to restrict prices or increase
prices thereof.


(b)           Schedule 3.27(b) sets forth a
list of all holders of “lifetime” and “honorary” ski passes and similar rights
and privilege for use of Resort facilities or accommodations (“Lifetime Passes”).


(c)           Schedule 3.27(c) lists the
total dollar amount of all gift certificates and gift cards and identifies the
types of other vouchers, passes, coupons ad other instruments issued by
Sellers.


3.28         Related Persons.  Except as set forth on Section 3.28 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 is or will be owned, or leased from a third party by ASC or any of its
Affiliates.  Section 3.28 of the
Seller Disclosure Letter sets forth a true and complete list of all material
Contracts to which the Sellers (other than ASC), on the one hand, and ASC or
any of its Subsidiaries (other than Sellers), on the other hand, are party to..


3.29         Gondolas and Ski Lifts.


(a)           Except as set forth on Schedule
3.29(a) of the Seller Disclosure Schedule, the Resort has not had, in the
past two (2) ski seasons up to the date hereof, (i) any passenger incidents
(excluding any such incidents involving personal injury or death) and (ii) any
such incidents involving personal injury or death, in each case, that required
reporting to any Governmental Agency of the State of Vermont (collectively, the
“Tramway Authorities”) or under any other applicable Laws.


(b)           Except as set forth on Schedule
3.29(b) of the Seller Disclosure Schedule, as of the date hereof, each
gondola and ski lift operated by the Resort complies in all material respects
with Laws of the Tramway Authorities. 
There are no material defects or conditions affecting any gondola or ski
lift operated by the Resort which are “grandfathered” under the Tramway
Authorities or any applicable Laws.


3.30         Water Rights.  Schedule 3.30 of the Seller Disclosure
Schedule identifies, as of the date hereof, all sources of water (other than
natural snowfall) used by the Resort for 



 32
 









snowmaking purposes during the 2005-2006 ski season
setting forth the estimated annual amounts used from each source.


3.31         No Undisclosed Liabilities.  None of Uplands, KRI, nor to the Knowledge of
the Sellers, the Non-Controlled Subsidiary has any Indebtedness or Liabilities
(whether or nor required under GAAP to be reflected on a balance sheet or the
notes thereto) other than those (i) that are specifically reflected in, fully
reserved against or otherwise described in the balance sheet included in the
Interim Financial Statements, or (ii) that have been incurred in the ordinary
course of business since July 31, 2006.


3.32         NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE SELLERS SPECIFICALLY CONTAINED IN THIS ARTICLE III OR IN ANY CERTIFICATE
DELIVERED BY THE SELLERS PURSUANT TO THIS AGREEMENT, NO SELLER 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 BUSINESS OR THE SELLERS.  IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED
IN THIS ARTICLE III, NONE OF THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY
WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE
BUYERS, 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)).


3.33         CONDITION OF THE BUSINESS.  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE
III AND WITHOUT LIMITING THE PROVISIONS OF SECTION 3.33, THE ASSETS ARE
BEING SOLD IN THEIR “AS IS” CONDITION, AND NO SELLER MAKES ANY OTHER
REPRESENTATIONS OR WARRANTIES, WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO SUCH
ASSETS, 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.


3.34         INDEPENDENT INVESTIGATION.  THE BUYER HEREBY ACKNOWLEDGES AND AFFIRMS
THAT IT HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSIS AND
EVALUATION OF THE RESORT THAT IT HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF
THE RESULTS OF OPERATIONS, CONDITION (FINANCIAL AND OTHERWISE) AND PROSPECTS OF
THE RESORT AS IT HAS DEEMED NECESSARY OR APPROPRIATE, THAT IT HAS HAD THE
OPPORTUNITY TO REQUEST ALL INFORMATION IT HAS DEEMED RELEVANT TO THE FOREGOING
FROM THE SELLERS AND SELLERS AND HAS RECEIVED 



 33
 









RESPONSES IT DEEMS ADEQUATE AND SUFFICIENT TO ALL SUCH
REQUESTS FOR INFORMATION, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY IT HAS RELIED
SOLELY ON (A) ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE RESORT AND
(B) THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLERS CONTAINED IN
THIS AGREEMENT.


ARTICLE IV         REPRESENTATIONS AND WARRANTIES OF THE
BUYER


The Buyer represents and warrants to Sellers as
follows:


4.1           Organization of the Buyer.  Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of
Delaware, and has all requisite power and authority to carry on its business as
presently owned or conducted.


4.2           Power and Authority.  Buyer has the requisite authority and power
to execute and deliver this Agreement and the Related Documents and to perform
the transactions contemplated hereby. 
All company 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 or, with respect to the Related Documents, will be
duly taken.  This Agreement has been duly
executed and delivered by the Buyer and, assuming that this Agreement
constitutes a legal, valid and binding obligation of the Sellers, 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 nor 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 limited liability company agreement or certificate of
formation of Buyer;


(b)           violate any existing applicable Law
by which any Buyer or any of its properties is bound, which violation would
reasonably be expected to have a material adverse effect on the ability of such
Buyer to 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 such Buyer to 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 contact to which any Buyer is a party or by which it may be bound or
to which a material portion of its properties may be subject, other than 



 34
 









such of the foregoing
matters which would not reasonably be expected to have a material adverse
effect on the ability of such Buyer to pay the Purchase Price, in each case on
the terms and subject to the conditions set forth herein.


4.4           Litigation.  There is no Litigation pending or, to the
knowledge of the 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.


4.5           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 any Buyer or its Affiliates or any action taken by Buyer or
its Affiliates.


4.6           Availability of Funds.  The Buyer has, or will have on or prior to
Closing, cash available or borrowing facilities or unconditional, binding
funding commitments, true and complete copies of which have been provided to
the Sellers, in each case that are sufficient to enable them to consummate the
transactions contemplated by this Agreement and the Related Documents.


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


4.8           NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE BUYER SPECIFICALLY CONTAINED IN THIS ARTICLE IV OR IN ANY CERTIFICATE
DELIVERED PURSUANT TO THIS AGREEMENT BY 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 PARENT OR THE
BUYER.  IN ADDITION, EXCEPT AS
SPECIFICALLY PROVIDED IN THIS ARTICLE IV, THE BUYER NOR ANY OTHER PERSON MAKES
ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR
MATERIAL MADE AVAILABLE TO THE SELLERS, 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)).



 35
 









ARTICLE V          EMPLOYEES AND EMPLOYEE-RELATED MATTERS


5.1           Employment Matters.


(a)           Transferred Employees.  Prior to the Closing, Buyer shall deliver, in
writing, an offer of employment (on an “at will” basis) to all employees of
Killington, Pico and the employees of ASC who are listed on Schedule 5.1(a))
(collectively, “Employees”) to commence such employment immediately upon
the Closing Date, at the same salary and wage rates in effect with respect to
such Employees immediately prior to Closing. 
Notwithstanding the foregoing, Buyer shall not be obligated to offer
employment to the Employees listed on Schedule 5.1(b).  Individuals who accept such offer of
employment by the Closing Date are hereinafter referred to as the “Transferred
Employees.”  Subject to applicable
Laws, (i)  until the later of (x) June 1,
2007 and (y) the date which is sixty (60) days after the Closing Date or, with
respect to each Transferred Employee classified as a full-time year round
employee who works less that twelve (12) months per year (not including
vacation and other paid time off), such earlier date on which such Transferred
Employee’s employment with the Sellers terminates each year in the ordinary
course (each such date the “Employee Retention Date”), Buyer shall not dismiss
without cause any or all Transferred Employees that are classified as full-time
year round employees, nor change the terms and conditions of their employment
as in effect immediately following the Closing (including compensation and
employee benefits provided to them) and (ii) on and after the Employee Retention
Date, Buyer shall have the right to dismiss any or all Transferred Employees at
any time, with or without cause and to change the terms and conditions of their
employment (including compensation and employee benefits provided to them).  The Buyer acknowledges and agrees that, with
respect to the ski season of 2006-2007, Buyer (and any successor or assign)
shall be obligated to honor any reciprocal benefits offered to employees of
Affiliate Resorts, including, without limitation, ski privileges at the Resort,
and ASC acknowledges and agrees that, with respect to the ski season of
2006-2007, ASC shall be obligated to honor any reciprocal benefits offered to
Transferred Employees at the Resort, including, without limitation, ski
privileges at Affiliate Resort.


(b)           Excluded Employees.  Any Employee who is not offered employment by
Buyer prior to Closing or who does not accept an offer of employment by Buyer
and commence work with Buyer immediately after the Closing, in each case
pursuant to Section 5.1(a), is hereinafter referred to as an “Excluded
Employee.”


5.2           Standard Procedure.  Pursuant to the “Standard Procedure” provided
in section 5 of Revenue Procedure 2004-53, I.R.B. 2004-34, (i) Buyer and
the applicable Seller shall report on a predecessor/successor basis as set
forth therein, (ii) Sellers will not be relieved from filing a Form W-2
with respect to any Transferred Employees, and (iii) Buyer will undertake
to file (or cause to be filed) a Form W-2 for each such Transferred
Employee only with respect to the portion of the year during which such
Employees are employed by the Buyer that includes the Closing Date, excluding
the portion of such year that such Employee was employed by any Seller.



 36
 









5.3           Benefit Plans.


(a)           Benefits.  As soon as reasonably practicable following
the Closing, and until the applicable Employee Retention Date, except as set
forth on Schedule 5.3(a), Buyer shall provide the Transferred Employees
with benefits under Buyer’s medical, dental and 401(k) plans (“Buyer Plans”)
which benefits shall be, in the aggregate, comparable to those benefits the
provided by the Sellers to the Transferred Employees under Sellers’ medical,
dental and 401(k) plans, respectively, immediately prior to the date
hereof.  For all purposes of any Buyer
Plans in which Transferred Employees participate after the Closing Date, the
Buyer shall, subject to applicable Law and to the provisions of each such Buyer
Plan, credit such Transferred Employees for prior service with the Sellers and
their Affiliate (except where such recognition would result in a duplication of
benefits).  Subject to applicable Law and
to the provisions of Buyer’s medical plan, Buyer shall waive the applicable
waiting period under such plan with respect to the Transferred Employees
participating therein.  Notwithstanding
anything to the contrary in this Agreement, nothing in this Agreement shall be
construed as requiring any compensation or employee benefit plans, programs or
arrangements to continue to be maintained by Buyer with respect to the Transferred
Employees for any specified period after the Closing Date.


(b)           Accrued Vacation.  Buyer shall credit the Transferred Employees
with all accrued and unused vacation prior to Closing and with time and service
credit in determining vacation accrual following the Closing.


(c)           COBRA.  Sellers shall be exclusively responsible for
complying with COBRA with respect to their Employees and Former Employees
(including the Transferred Employees) and their qualified beneficiaries by
reason of any such Employees’ termination of employment with Sellers, and Buyer
shall not have any obligation or liability to provide rights under COBRA on
account of any such termination of employment.


(d)           Vesting of Seller Employee Benefit
Plan Benefits.  Effective as of the
Closing Date, Sellers shall cause the tax-qualified pension and 401(k)
plans in which Transferred Employees were eligible to participate immediately
prior to the Closing Date to fully vest such employees’ accrued benefit through
the Closing Date thereunder.


ARTICLE VI         CLOSING


6.1           Sellers’ Closing Deliveries.  At closing, Sellers will deliver, or cause to
be delivered, the following:


(a)           Vermont Warranty Deeds conveying good
and marketable title to the Owned Real Property, subject only to the Permitted
Liens;


(b)           Counterparts of an Assignment and
Assumption of each Real Property Lease;


(c)           Counterparts of an Assignment and
Assumption of each Space Lease;



 37
 









(d)           Counterparts of an Assignment and
Assumption of the Purchased Contracts;


(e)           A bill of sale conveying the personal
property;


(f)            An affidavit of the non-foreign
status for each Seller that complies with Section 1445 of the Code;


(g)           A customary Seller’s mechanic’s
lien/parties-in-possession affidavit;


(h)           Counterparts of an Assignment and
Assumption of the Capital Leases;


(i)            Assignment of the ASC LLC Interests;


(j)            Assignment of the Killington
Interests;


(k)           The Escrow Agreement, duly executed
by the Sellers;


(l)            A gap indemnity acceptable to the title company;


(m)          Duly executed
assignments of the registrations and applications included in the Purchased
Intellectual Property, in a form reasonably acceptable to Buyer and suitable
for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office or
equivalent foreign agency and state agencies, as applicable, and general
assignments of all other Purchased Intellectual Property;


(n)           A trade name
cessation certificate for each of the trade names set forth on Schedule
6.1(p), duly executed by the applicable Sellers, for filing with the appropriate state and
federal agencies;


(o)           A copy of the amendment to the Articles of
Incorporation of each of Killington and Pico certified by the Secretary of
State of the State of Vermont and evidence of all other appropriate filings
(reasonably satisfactory to Buyer) so as to cause the names of such entities to
be different from, and not confusing with, its current name, and so that the
Buyer may adopt such names or file to conduct business under such names, and
thereafter conduct its business under such names;


(p)           A Vermont property transfer tax
return, Vermont land gains tax return and Vermont non-resident withholding
return in connection with the transfer of the Owned Real Property and the Real
Property Leases (if the assignment of such Real Property Leases constitutes a
transfer of land under Vermont state law);


(q)           All instruments and documents
necessary to satisfy the condition set forth in Section 7.2(d) hereof.


(r)            A copy of the title to each of the
motor vehicles set forth on Schedule 6.1(t);



 38
 









(s)           Copies of all consents, waivers and
approvals referred to in Section 7.2(j) including execution of reasonable
estoppel certificates by lessors under the Real Property Leases set forth on
this Schedule 6.1(u);


(t)            ASC shall cause Grand Summit Resort
Properties, Inc. to convey to Buyer any interest it may have in any real or
tangible property (including, but not limited to, any interest in the
commercial condominium unit in the Grand Summit Hotel), which comprises part of
the Resort and (ii) its entire interest in Uplands;


(u)           The Transition Services Agreement, in
a form (and with terms and conditions) mutually acceptable to the parties
hereto addressing the post closing obligations set forth in Sections 8.13 and
8.21 hereof, any post closing obligations with respect to shared IT systems and
the short term agreement of the Buyer to make available to Sellers certain of
Buyer’s employees who perform certain payroll services for Buyer (the “Transition
Services Agreement”), provided however, if the parties  have not executed the Transition Services
Agreement on or prior to Closing, (i) the delivery of such Transition Services
Agreement shall not be a condition to either parties obligation to perform
hereunder and each party hereto shall continue to negotiate in good faith to
complete and deliver the Transition Services Agreement post Closing and (ii)
none of the Sellers shall have the right to extend the ASC Lease pursuant to
Section 8.4(v) or otherwise;


(v)           A list of all individuals who have
experienced an “employment loss” (as defined under the WARN Act) with respect
to any Seller (provided that, with respect to ASC, only in respect of those
individuals whose employment is primarily related to the Business) within the
ninety (90) day period prior to the Closing Date; and.


(w)          such other documents as Buyer or its
title agent may reasonable request to effectuate the transaction contemplated
by this Agreement including without limitation seller affidavits, survey
affidavits, gap indemnities and tax affidavits.


6.2           Buyer’s Closing Deliveries.  At closing, Buyer will deliver the following:


(a)           The Purchase Price;


(b)           Counterparts of an Assignment and
Assumption of each lease of Leased Real Property;


(c)           Counterparts of an Assignment and
Assumption of each Space Lease;


(d)           Counterparts of an Assignment and
Assumption of the Purchased Contracts;


(e)           Counterparts of an Assignment and
Assumption of the Capital Leases;


(f)            The Assignment and Assumption
Agreement, duly executed by Buyer;



 39















(g)           A release from SP Land of all
obligations, claims or liabilities of Sellers or American Skiing Company Resort
Properties Inc.;


(h)           The Transition Services Agreement,
duly executed by Buyer; and


(i)            such other documents as Buyer may
reasonable request to effectuate the transaction contemplated by this
Agreement.


6.3           Closing Date.  Subject to the satisfaction or waiver of the
conditions set forth in Articles VII and VIII hereof, and subject to Article X
hereof, the Closing, unless the parties otherwise agree, shall be held at 10:00
a.m. on the day which is five (5) Business Days following the day on which the
last to be fulfilled or waived of such conditions (other than those conditions
that by their nature are to be satisfied at the Closing, but subject to the
fulfillment or waiver of such conditions) is satisfied or waived, at the
offices of Goodwin Procter LLP, 53 State Street, Boston, Massachusetts 02109.


ARTICLE VII       CONDITIONS TO CLOSING


7.1           Mutual Conditions of Buyer and
Seller to Close.  The obligations of
the Buyer and 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:


(a)           HSR Approvals.  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)           VT Approval for Lease.  The State of Vermont has consented to the
assignment of the November 10, 1960 lease, as amended, between Killington and
the State of Vermont to Buyer.


(c)           Capital Leases.  The lessors under the Capital Leases have
consented to the assignment of the Capital Leases to Buyer.


7.2           Conditions to Obligations of Buyer
to Close.  The obligations of the
Buyer to be performed at the Closing shall be subject to the satisfaction or
waiver, at or prior to the Closing, of the following conditions:


(a)           Representations and Warranties;
Compliance with Covenants.  The
representations and warranties of the Sellers contained herein qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, 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 an earlier date, which representations
and warranties qualified as to materiality shall be true and correct, and those
not so qualified shall be true and correct in all material respects, as of such
earlier date).  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



 40
 









on or prior to the
Closing Date and Buyer shall have received copies of such resolutions and other
documents evidencing the performance thereof as Buyer may reasonably
request.  Sellers shall have delivered to
the Buyer a certificate, dated the date of the Closing and signed by an officer
of Sellers, to the foregoing effect.


(b)           No Material Adverse Effect.  Since the date hereof, there has 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 Business.


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


(d)           Release of Liens.  On or prior to Closing, the release of
(i) all Liens securing the ASC-Level Financings and (ii) all
Liens (other than Permitted Liens) securing monetary obligations to the extent
such obligations are not included in the calculation of the Estimated Working
Capital Amount.  In the event that at the
Closing any Lien shall exist that (a) is not a Permitted Lien,
(b) would result in the failure of the conditions of the Buyer to
consummate the transactions contemplated hereby and (c) can be removed
immediately by the payment of a liquidated sum of money, at the option of
Sellers, the Buyer shall be obligated to consummate the Closing, notwithstanding
the existence of such Lien, so long as Sellers shall apply (and provide
evidence reasonably satisfactory to Buyer of such application) such portion of
the Purchase Price as may be necessary to discharge such Lien and shall obtain
releases, in recordable form as applicable, promptly thereafter.


(e)           Seller’s Closing Deliveries.  The Sellers have delivered the Sellers’
closing deliveries to the Closing listed in Section 6.1.


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


(g)           Loans.  The lender under the ASC-Level Financing has
delivered or committed to deliver into escrow at Closing a release of the liens
under the ASC-Level Financing.


(h)           Tax
Clearance.  There shall have been received from each Tax Authority to which
application has been made pursuant to or in accordance with this Agreement,
including the Vermont Department of Labor and the Vermont Department of Taxes,
Tax Clearance Certificates (or instructions authorizing the Buyer to proceed
with the Closing upon the withholding of a portion of the Purchase Price) in
form and substance reasonably satisfactory to Buyer. If the Sellers are not
able to obtain the certificate described in 21 VSA § 1322(b) on the Closing
Date, the Buyer shall be entitled to



 41
 









withhold
from the amount paid to Sellers pursuant to Section 2.5(b) an amount reasonably
calculated to satisfy the obligations of the Sellers to the Vermont Department
of Labor for unemployment compensation contributions accrued from the last
calendar quarter for which contributions have been paid through the date of
Closing. Upon Buyer’s receipt of notice from the Vermont Department of Taxes
authorizing the Buyer to pay to Sellers that portion of the Purchase Price
withheld by Buyer at the request of the Vermont Department of Taxes, or upon delivery
by Sellers to Buyer of the certificate described in 21 VSA § 1322(b), Buyer
shall pay to Sellers, as applicable, that portion of the Purchase Price
withheld in accordance with this Section 7.2(h).


(i)            Permits.  Buyer shall have obtained, by using commercially
reasonable efforts, with Sellers cooperation as requested, the issuance,
reissuance or transfer of the permits listed on Schedule 7.2(i).


(j)            Approvals.  Sellers shall have obtained those consents,
waivers and approvals referred to in Section 3.4(a) hereof in a form reasonably
satisfactory to the Buyer and shall have obtained the additional consents,
waivers and approvals set forth on Schedule 7.2(j).


(k)           Vermont
Non-Resident Withholding Tax. 
Sellers shall have provided to Buyer a certificate complying with the
provisions of 32 V.S.A. §5847; provided that, Seller may, in its sole
discretion, elect to satisfy the requirements of this Section 7.2(k) by having Buyer
withhold from the payment of the Purchase Price to be paid at Closing an amount
equal to two and one-half percent (21⁄2%) of the Purchase Price, which amount
Buyer shall pay, on behalf of the Sellers to the Vermont Department of Taxes.


(l)            Vermont Land Gains Tax.  Sellers shall have executed and delivered to
Buyer such Land Gains Tax forms as may be required by the State of
Vermont.  If real property of the Seller
has been owned for less than six (6) years (“LGT Property”),  Seller shall have paid the Vermont Land Gains
Tax, if any, and provided evidence thereof to the reasonable satisfaction of
Buyer.  In addition, with respect to LGT
Property, Sellers shall have provided a certificate complying with the
provisions of 32 V.S.A. § 10007 or proof to the reasonable satisfaction of
Buyer that the transactions contemplated under this Agreement are exempt from
Vermont Land Gains Tax; provided that, Seller may, in its sole
discretion, elect to satisfy the requirements of this sentence by having Buyer
withhold from the payment of the Purchase Price to be paid at Closing an amount
equal to ten percent (10%) of the Purchase Price applicable to the LGT
Property, which amount Buyer shall pay, on behalf of the Sellers, to the
Vermont Department of Taxes.


(m)          Title Commitment.  Provided that Buyer has taken all customary
and necessary actions for the issuance of the title policy satisfying those
certain requirements listed in the Title Commitments in respect of the Owned
Real Property within the control and reasonably required to be satisfied on the
part of Buyer, the title company shall have committed and be prepared to
deliver contemporaneously with the Closing an Owner’s Policy of Title Insurance
(half of the premium of which shall be paid the Sellers (excluding endorsement
costs) and the other half of the premium of which shall be paid by the Buyer)
in accordance with the Title Commitments and with no exceptions to title



 42
 









other than the Permitted
Liens.  Sellers hereby covenant to
satisfy all requirements listed in the Title Commitments within the control of
and required to be satisfied on the part of Sellers, including without
limitation all actions required to be performed by Sellers, pursuant to this
Agreement.


(n)           CORIS and WRMS.  Buyer shall have entered into a license
agreement with Licensor (as such term is defined in that certain Software
License Agreement with Steamboat Ski and Resort Corporation attached hereto as Exhibit
7.2(n) (the “CORIS/WRMS Agreement”)), as contemplated under the last
sentence of Section 1(c)of the CORIS/WRMS Agreement and Licensor shall have
agreed to provide the same maintenance and support for such systems as provided
to the Sellers pursuant to the CORIS/WRMS Agreement at an annual cost not to
exceed $130,000.00.


7.3           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:


(a)           Representations and Warranties;
Compliance with Covenants.  The
representations and warranties of the Buyer contained herein qualified as to
materiality shall be true and correct, and those not so qualified shall be true
and correct in all material respects, 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 an earlier date, which representations
and warranties qualified as to materiality shall be true and correct, and those
not so qualified shall be true and correct in all material respects, as of such
earlier date).  The Buyer 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.  The Buyer shall
have delivered to Sellers a certificate, dated the date of the Closing and
signed by an officer of the Buyer, to the foregoing effect.


(b)           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.


(c)           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.


(d)           Buyer’s Closing Deliveries.  Buyer has delivered the Buyer’s closing
deliveries to the Closing listed in Section 6.2.


(e)           Information Statement.  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



 43
 









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 shall promptly send such Information
Statement to its shareholders after (a) 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, to
diligently pursue finalization of such Information Statement and mail such
Information Statement promptly thereafter.


ARTICLE VIII                   COVENANTS


8.1           Regulatory Filings, etc.


(a)           As soon as practicable after the date
hereof (and in any event no later than 10 Business Days after the date hereof),
the parties hereto shall make or cause to be made all filings with the
appropriate Governmental Agencies of the information and documents required of
each of them or contemplated by the HSR Act and the FCC and make application
for all required Approvals thereunder 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.


(b)           Not later than ten (10) days prior to the Closing Date, Sellers shall
notify the Vermont Department of Labor of the proposed sale in accordance with 21 V.S.A. § 1322(b).  Not later than ten (10) days prior to the
Closing Date, Buyer shall notify the Commissioner of the Vermont Department of
Taxes of the proposed sale in accordance with 32 V.S.A. § 3260(a).


8.2           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 or otherwise materially
restricts the consummation of any of the transactions contemplated hereby or by
any Related Document, the parties hereto shall use their respective
commercially reasonable efforts in good faith to have such restraining order,
injunction, decree or similar order dissolved or otherwise eliminated as
promptly as possible and to pursue the underlying Litigation diligently and in
good faith.  Notwithstanding anything to
the contrary contained in this Agreement, nothing contained in this
Section 8.2 shall limit the respective rights of the parties to terminate
this Agreement in accordance with the terms of Article X.


8.3           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 and their employees, counsel, accountants and other representatives
and advisors (collectively, the “Representatives”) full access, during
normal business hours on reasonable notice (and at such other times as any
Buyer reasonably requests) and under reasonable circumstances, to any and all
premises, properties, Contracts,



 44
 









commitments, books and records and other information
exclusively of or relating to the Business (the “Sellers Subject Matter”);
provided, however, that the Sellers shall use their respective
commercially reasonable efforts to provide to the Buyer any such information
that does not relate exclusively to the Sellers 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 and shall not unreasonably interfere with the operations of
the Sellers or its Affiliates.


8.4           No Extraordinary Actions by the
Sellers.  In each case except as
disclosed on Schedule 8.4 of the Seller Disclosure Schedule, or
consented to or approved in writing by the Buyer, or contemplated by this
Agreement or the Related Documents from the date hereof until the Closing:


(a)           Killington and Pico shall conduct
their business, and all of the Sellers (with respect to ASC, solely with
respect to the Business) shall conduct the Business, in the ordinary course and
substantially in accordance with its past policies and procedures;


(b)           ASC shall not amend or otherwise
change the Articles of Incorporation of the Sellers;


(c)           ASC shall not permit Killington or
Pico to admit, or undertake to admit, any new stockholders;


(d)           The Sellers shall not cause any of
the Assets to be subject to any consensual Lien other than Permitted Liens and
shall cause any non-consensual Lien to be removed at or prior to Closing if
such Lien is not a permitted Lien and the aggregate cost to remove all such
non-consensual Liens does not exceed two million dollars ($2,000,000);


(e)           Sellers shall not sell, transfer or
otherwise dispose of or agree to dispose of, or acquire or agree to acquire,
any material assets in each case, except in the ordinary course of the Business
consistent with past practice;


(f)            except in the ordinary course of
business consistent with past practice and except for Material Contracts
expiring pursuant to their terms, Sellers shall not, cancel, terminate,
materially amend or fail to perform all of the Sellers’ material obligations
under any Material Contract;


(g)           Sellers shall not enter into any
Material Contract except contracts entered into in the ordinary course of
business consistent with past practice;


(h)           Sellers shall not enter into any
employment agreements or amend any Seller Plan, except (i) as required to
comply with changes in applicable law and (ii) in the ordinary course of
business consistent with past practice;


(i)            Sellers shall not except pursuant to
existing Seller Plans, pay, loan or advance any amount to, or sell, transfer or
lease, any property or asset (whether real,



 45
 









personal, tangible or
intangible) to, or enter into agreement, arrangement or transaction with any of
the employees, directors or partners of the Sellers;


(j)            Sellers shall not fail to take such
action as may be reasonably necessary to maintain, preserve, renew and keep in
full force and effect all material licenses, permits, registrations and
franchises of the Sellers in all respects;


(k)           Sellers shall maintain insurance at
presently existing levels for the Sellers so long as such insurance is
available on commercially reasonable terms;


(l)            Sellers shall not enter into any
material agreement with any local, state or federal government or agency that
affects the Resort;


(m)          Sellers shall not enter into any
consulting agreement or sponsorship agreement requiring the payment of $100,000
or more or having a term of one year or more that affects the Resort;


(n)           Sellers shall not 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 SEC or any securities exchange;


(o)           Neither the Sellers nor the Subsidiaries
of the Sellers other than ASC shall (i) make, change or revoke any material Tax
election or settle or compromise any material Tax claim or liability, or enter
into a settlement or compromise, or change (or make a request to any Taxing
Authority to change) any material aspect of their methods of accounting for Tax
purposes, or (ii) prepare or file any Tax Return (or any amendment
thereof) with respect to the Business unless such Tax Return shall have been
prepared in a manner consistent with past practice;


(p)           Sellers shall maintain (A) all of the
assets and properties of, or used by, Sellers relating to or in connection with
the Business in their current condition, ordinary wear and tear and sales in
the ordinary course of operating the Business excepted, and (B) insurance
upon all of such assets and properties of Sellers in such amounts and of such
kinds comparable to that in effect on the date of this Agreement;


(q)           Sellers shall not (A) increase the
salary or other compensation of any director or Employee of any Seller except
for normal annual increases in the ordinary course of business, (B) grant any
unusual or extraordinary bonus, benefit or other direct or indirect
compensation to any Employee or director, (C) increase the coverage or benefits
available under any (or create any new) severance pay, termination pay,
vacation pay, company awards, salary continuation for disability, sick leave,
deferred compensation, bonus or other incentive compensation, insurance,
pension or other employee benefit plan or arrangement made to, for, or with any
of the directors, officers, Employees, agents or representatives of Sellers or
otherwise modify or amend or terminate any such plan or arrangement or
(D) enter into any employment, deferred compensation, severance, special
pay, consulting, non-competition or similar agreement



 46
 









or arrangement with any
directors or officers of Sellers (or amend any such agreement) to which any
Seller is a party;


(r)            Sellers (except for ASC) shall not
acquire any material properties or assets except in the ordinary course of
business;


(s)           Sellers shall not sell, assign,
license, transfer, convey, lease or otherwise dispose of any of the Assets
(except as to Assets not comprising the Real Property, for fair consideration
in the ordinary course of business) of any Seller;


(t)            Sellers (other than ASC) shall not
enter into or agree to enter into any merger or consolidation with, any
corporation or other entity, and not engage in any new business or invest in,
make a loan, advance or capital contribution to, or otherwise acquire the
securities of any other Person;


(u)           Sellers shall not enter into any
Contract, understanding or commitment that restrains, restricts, limits or
impedes the ability of the Business, or the ability of Buyer, to compete with
or conduct any business or line of business in any geographic area or solicit
the employment of any persons;


(v)           Sellers shall not terminate, amend,
restate, supplement or waive any rights under any (A) Material Contract,
Real Property Lease or Personal Property Lease, other than in the ordinary
course of business or (B) Approval or Permit (acknowledging that subject
to the provisions of Section 6.1(u) Sellers may extend the term of the existing
Lease with ASC (as successor in interest to ASC East, Inc.) for the lower floor
of the so-called Lower Administration Building (the “ASC Lease”) for up
to an additional year on the same terms and conditions);


(w)          Sellers shall not grant or issue (i)
any lifetime ski passes or (ii) except in the ordinary course of business,
other coupons for use of the facilities or accommodations related to the
Business:


(x)            Sellers shall 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; and


(y)           agree to do anything prohibited by
this Section 8.4.


8.5           Commercially Reasonable Efforts;
Further Assurances.


(a)           Upon the terms and subject to the
conditions hereof (including without limitation, Sections 8.2), the
Sellers and the Buyer each agree 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 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.



 47
 









(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. 
Notwithstanding anything to the contrary in this Agreement, neither
Buyer nor any of its Affiliates shall be required to pay any amounts in
connection with obtaining any approval, consent, authorization, release or
waiver, other than for approvals under the HSR Act, which costs, fees and
expenses shall be the responsibility of the Buyer.


(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 Buyer at the Resort following
the Closing and pending the issuance of new liquor licenses to the Buyer
reflecting the transactions contemplated by this Agreement, including assisting
with transfer applications.


(f)            ASC agrees to honor its existing
agreements with the owners in the Resort’s rental management program with
regard to reciprocal rights at other ASC ski resorts through the end of the
2006/2007 ski season, and the Buyer agrees to honor existing agreements of ASC
and its Affiliates with owners in the rental management programs at Other ASC
Resorts with regard to reciprocal rights at the Resort through the end of the
2006/2007 ski season.  The parties agree
to act in good faith to renegotiate these reciprocal rights for periods after
the 2006/2007 ski season.


(g)           The Buyer agrees to honor Seller’s
obligations under Seller’s multi-resort passes, multi-resort single day tickets
(known as “MeTickets”) and single-day complimentary lift ticket vouchers
(issued in accordance with past practices) in each case through the end of the
2006/2007 ski season.  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 Resort.  The Buyer also agrees to
honor Seller’s obligations under gift cards issued by Sellers prior to the
Closing and ASC will regularly reimburse the Buyer for Seller issued gift cards
and gift certificates to the extent redeemed at the Resort after the
Closing.  Each of ASC and the Buyer will
provide access to its systems to the other party to enable it to track the
usage of such cards, tickets and passes. 
The manner of reimbursement and access described above shall be agreed
upon in good faith by ASC and the Buyer.



 48















(h)           Subject to compliance by the Sellers
with any proprietary rights, confidentiality or similar regulations or
agreements, the Sellers shall transfer, or shall cause to be transferred, to
the Buyer, at or prior to the Closing, all data and all right, title and
interest to such data that relate exclusively to the Resort and is maintained
in electronic format by ASC or any of its Affiliates, including, without
limitation, marketing data and customer lists; provided, however,
that the Sellers shall use their respective commercially reasonable efforts to
transfer to the Buyer  any such data that
does not relate exclusively to the Resort to the extent such data can be
segregated from information relating to the Sellers or their Affiliates (other
than the Resort) and that is not otherwise subject to a proprietary rights,
confidentiality or similar agreement; provided, further, that
Sellers shall be entitled to retain all such information for their own use (in
addition to transferring it to the Buyer).


(i)            Seller shall use commercially
reasonable efforts to obtain the approval or consent of TMG Associates with
respect to the assignment by Killington to Buyer of all of the Killington’s
ownership interest in SS Associates and (ii) the consent of the landlord under
the Ski Shack lease to the assignment of such lease to Buyer.  Such consent shall not be a condition to
Closing.


8.6           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
Date), the Buyer shall cease to use any written materials, including, without
limitation, labels, packing materials, letterhead, advertising materials and
forms, which include the words identified on Schedule 8.6(a) of the
Seller Disclosure Schedule (collectively, the “Seller Trade Names”);
provided, however, that the Buyer may use inventory, 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; provided, further, that
in connection with the use or display of any Seller Trade Names in any mailed
or distributed materials, the Buyer shall use their commercially reasonable
efforts to include a statement (after consulting with Sellers) to the effect
that assets of the Sellers have been sold to the Buyer and that the use or
display of any Seller Trade Name is related to the sale transition and does not
in any manner indicate the endorsement or sponsorship by, or any connection
with the Sellers.  Except as specifically
provided herein, Buyer agrees that it shall not hereafter 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, ASC or any of its
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 date hereof), the Sellers shall, and shall cause their Affiliates to, cease
to use any written materials, including labels, packing materials, letterhead,
advertising materials and forms, which include the words identified on Schedule 8.6(b)
Seller Disclosure Schedule (collectively, the “Buyer Trade Names”);
provided, however, that Sellers and its Affiliates may use
inventory, application forms, 



 49
 









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, any Buyer or
any of its Affiliates.


8.7           Confidentiality; Publicity.  Each party shall hold, and shall use its
commercially reasonable efforts to cause its employees, agents and Affiliates
to hold, in strict confidence all information concerning the other parties or
their Affiliates furnished to it by such other Persons, 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 Sellers as
confidential only to the extent such information is specific to the Sellers 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 Sellers and the 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 to the extent permitted by Law (but such
release shall not require the prior approval of the other parties).


8.8           Transition.  Without limiting the agreements set forth in
Sections 8.9 and Article X, for a period of six (6) months following the
Closing Date, Sellers shall cooperate in good faith to effect an orderly
transition in the operation of the Resort, provided, that neither party shall
be required to expend any funds or enter into any contractual commitments in
performing its obligations under this Section.


8.9           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 Sellers, the Resort, its employees, its
properties and Taxes and to which the other party may need access subsequent to
the Closing.  Each such party shall
provide the other such party and its Representatives full 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 Sellers 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 



 50
 









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 either the Sellers or the Business and
in no case shall the Buyer have any right to review any Tax Returns other than
pro forma Tax Returns of the Sellers.


8.10         No Hire.


(a)           Unless and until this Agreement shall
have been terminated pursuant to Section 10.1 and for a period of 12
months after any such termination, the Buyer shall not directly or indirectly
solicit for employment or employ or cause to leave the employ of the Sellers
any individual that is serving such time as (i) an officer of Sellers or its
Affiliates or (ii) any employee of Sellers or its Affiliates with whom you have
had contact, or who is specifically identified to you, during your
investigation of the Sellers and the Resort, in each case without obtaining the
prior written consent of Sellers; provided that Buyer may make general
solicitations for employment not specifically directed at Sellers or its
Affiliates or their respective employees and employ any person who responds to
such solicitations.


(b)           For a period from the date hereof to
the first anniversary of the Closing Date, the Sellers shall not and shall
cause their respective directors, officers, employees and Affiliates not to:
(i) cause, solicit, induce or encourage any Transferred Employees to leave
employment with Buyer, employ or otherwise engage any such individual; or
(ii) cause, induce or encourage any material actual or prospective client,
customer, supplier or licensor of the Business (including any existing or
former customer of any Seller or their Subsidiaries and any Person that becomes
a client or customer of the Business after the Closing) or any other Person who
has a material business relationship with the Business, to terminate or modify
any such actual or prospective relationship.


8.11         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 the representation 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.


8.12         Substitute Capital Leases.  The Sellers and the Buyer shall use their
commercially reasonable efforts to cause the Capital Lease Lenders to agree to
accept the Substitute Capital Leases and, in the event of such agreement, the
Buyer shall execute and deliver to the Capital Lease Lenders, at or
simultaneously with the Closing, the Substitute Capital Leases; provided,
however, that if any Capital Lease Lender requires the payment of a fee
or other consideration for accepting a Substitute Capital Lease, the Sellers
shall, at their election and expense, either (i) pay such fee or other
consideration or (ii) elect to prepay such Capital Lease, and with respect 



 51
 









only to clause (ii) shall be reimbursed by Buyer for
such cost within sixty (60) days of Seller incurring such cost.


8.13         Rental Equipment.  Following the Closing, ASC shall permit the
Buyer, at its option, to use all items of ski and snowboard rental equipment
utilized by the Sellers prior to the Closing which is subject to a lease with
ASC or any of its Affiliates at a cost equal to ASC’s or such Affiliate’s cost
under the applicable leases therefor, through the end of the 2006/2007 ski
season; provided that in no event shall any payments made by Buyer under this
Section 8.13 be duplicative of payments called for elsewhere in this Agreement,
including in respect of Capital Leases and Substitute Capital Leases.


8.14         Promotional Contracts.  Following the Closing, the Buyer agrees honor
ASC’s obligations under the Contracts set forth on Schedule 8.14.  To the extent that ASC asks Buyer to honor
such obligations beyond the 2006/2007 season, Buyer shall receive its proportionate
share of the benefits from each such contract, such proportionate share to be
determined by providing Buyer with an amount equal to the product of (i)
benefits under such agreements and (ii) a fraction whose numerator is skier
visits to the Resort for the 2006-2007 ski season and whose denominator is
skier visits for the 2006/2007 season for all resorts subject to such
promotional agreement.


8.15         Space A Program.  ASC agrees to, and agrees to cause its
Affiliates to, honor its and their existing agreements under the Space-A
Program with regard to reciprocal rights at ASC Other Resorts through the end
of the 2006/2007 ski season, and the Buyer agrees to honor ASC’s existing
agreements under the Space-A Program with regard to reciprocal rights at the
Resort through the end of the 2006/2007 ski season.


8.16         Liquor Licenses.  Sellers shall cooperate with Buyer in
transferring the liquor licenses used in the Resort operations to Buyer.


8.17         Compliance with Laws.  The Sellers shall provide the Buyer with prompt
written notice upon (a) the Sellers obtaining Knowledge of the
commencement of any investigation or review by any Government Authority with
respect to the Resort, the Sellers or the sale of the Assets, or
(b) receipt of any notice or communication of any noncompliance with any
applicable Laws in any material respect.


8.18         Updating of the Schedules.  Prior to Closing, the Sellers shall be
obligated to update all of the Schedules promptly to correct any material
inaccuracy in any such Schedule (other than to reflect actions or omissions
which do not constitute a violation of the covenants contained in this
Agreement occurring after the date of this Agreement and that would not
reasonably be expected to have a Material Adverse Effect on the Resort).  Notwithstanding the foregoing, any such
modification or update of the Schedules shall be disregarded and have no effect
(a) for the purpose of determining whether any condition to the Closing
set forth in ARTICLE VII of this Agreement has been satisfied or (b) for
the purpose of determining whether the Buyer is entitled to indemnification
under ARTICLE IX.


8.19         No Solicitation.  Unless and until this Agreement shall have
been terminated pursuant to Article X, none of the Sellers shall directly or
indirectly through any partner, officer, 



 52
 









director, employee, agent, Affiliate or otherwise
solicit, initiate or encourage the submission of any proposal or offer from any
Person (including any of its officers, directors, employees, agents and
Affiliates) relating to any Competing Transaction, nor participate in any
discussions or negotiations regarding a Competing Transaction.  The Sellers shall immediately cease any and
all contacts, discussions and negotiations with third parties regarding any
Competing Transaction.


8.20         Monthly Financial Statements.  As soon as reasonably practicable, but in no
event later than 30 days after the end of each calendar month during the period
from the date hereof to the Closing, Sellers shall provide Buyer with (i)
unaudited monthly financial statements and (ii) operating or management reports
(such reports to be in the form prepared by Sellers in the ordinary course of
business) of (A) Killington and Pico, consolidated with their respective
Subsidiaries, and (B) each Seller (other than Killington and Pico and their
respective Subsidiaries) to the extent primarily related to the Assets or the
Business, in each case for such preceding month.


8.21         Third Party Contracts and Cross
Default Provisions.


(a)           The parties agree that, to the extent
that ASC or any of its Affiliates provides the Sellers (other than ASC) the
ability to receive services or use assets that the Sellers (other than ASC)
prior to the Closing receives or uses pursuant to a contract of ASC or any of
its Affiliates with a third party (including, but not limited to, those
contracts listed on Schedule 8.14, operating leases and the rental equipment
described in Section 8.13), the parties will cooperate with each other to
directly enter into a new contract with such third party with respect to such
services or assets to the extent the Buyer desires to continue to receive such
services from, or use such assets of, such third party after the Closing, which
cooperation shall be deemed to include, without limitation, ASC requiring a third
party, to the extent it has the power to do so under any such contract, to
split such contract into two separate contracts, one with ASC or its Affiliate
and the other with the Buyer. The parties agree that, to the extent that the
Sellers (other than ASC) provide ASC and any of its Affiliates (other than the
Sellers (other than ASC) prior to the Closing the ability to receive services
or use assets that ASC or any of its Affiliates (other than the Sellers (other
than ASC) receives or uses pursuant to a contract of the Sellers (other than
ASC) with a third party, the parties will cooperate with each other to cause
ASC and any of its Affiliates (other than the Sellers (other than ASC), 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 Sellers (other than ASC) continue to receive such
services from, or use such assets of, such third party after the Closing, which
cooperation shall be deemed to include, without limitation, the Buyer 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
Affiliates and the other with the Buyer.


(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 the Sellers (other than ASC) 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 



 53
 









one or more of its
Affiliates (excluding the Sellers (other than ASC), 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 reasonably efforts to cause the third party(ies) to each
contract with ASC and/or one or more of its Affiliates which have cross-default
or cross-termination provisions referring to one or more contracts between such
third party and/or one or more of its Affiliate(s), and the Buyer to agree to
the removal from such contract of the cross-default or cross-termination
provisions which relate to such contracts with the Buyer any of its
Subsidiaries.


8.22         Removal of  Transformer.  Prior to Closing, Sellers agree to remove
from the Resort at their sole cost and expense, the transformer described on Schedule
8.22 and dispose of the same in accordance with applicable Environmental
Law.


8.23         Lifetime Passes.  Buyer shall honor all Lifetime Passes and
shall cause any agreement for the sale of the Resort or the Business to require
such subsequent owner to honor such passes; provided that in no event shall
Buyer be required to enforce (nor shall it have any liability in respect to)
such covenant with respect to such subsequent owner.  This covenant shall survive Closing
indefinitely.


ARTICLE IX         SURVIVAL AND INDEMNIFICATION


9.1           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 on
June 30, 2008, except that (a) the representations and warranties set forth in
Sections 3.15(a), (b), (c) and (d) shall terminate at Closing, (b) the
representations and warranties contained in Sections 3.13 and 3.21 and the
indemnification obligation of Buyer set forth in Section 9.3(iii) shall
continue in full force and effect thereunder until thirty (30) days after the
expiration of the applicable statute of limitations, (c) claims asserted
(in writing) on or prior to June 30, 2008 shall survive until the earlier of
(i) resolution by the parties or by a court of competent jurisdiction or
(ii) if no action is brought before a court of competent jurisdiction, the
expiration of the applicable statute of limitation and (d) the covenant of
Buyer contained in Section 8.23 shall survive indefinitely.  The agreements of the Sellers and the Buyer
contained in this Agreement which by their terms require action following the
Closing shall survive until the expiration of the applicable statute of
limitation or, to the extent such agreements are expressly limited to other
dates or times, such agreements shall survive only to such dates or times.


9.2           Indemnification by the Sellers.  Subject to the terms and limitations set
forth herein, the Sellers, jointly and severally, shall indemnify, defend and
hold harmless the Buyer and its Affiliates and Subsidiaries and each of their
respective past, present and future directors, officers, employees, agents and
representatives (together, the “Buyer Indemnitees”) from and against any
and all losses, liabilities, obligations, claims, suits, damages, civil and
criminal penalties and fines, costs and expenses, Taxes, levies, imposts,
duties, deficiencies, assessments, charges, penalties, and interest, including
any reasonable attorneys’ fees (“Indemnifiable Losses”):



 54
 









(i)            based
upon, attributable to or resulting from the failure of any of the
representations or warranties made by any Seller in this Agreement or in any
Related Document to be true and correct in all respects at and as of the date
hereof and at and as of the Closing Date;


(ii)           based
upon, attributable to or resulting from the breach of any covenant or other
agreement on the part of any Seller under this Agreement or in any Related
Document;


(iii)          attributable
to any Transferred Employee resulting from or based upon (A) any
employment-related liability (statutory or otherwise) with respect to
employment or termination of employment on or prior to the Closing Date, (B)
any liability relating to, arising under or in connection with any Seller Plan,
including any liability under COBRA, whether arising prior to, on or after the
Closing Date and (C) any liability under the WARN Act arising from actions
taken prior to Closing; and


(iv)          arising
out of, based upon or relating to any Excluded Asset or any Excluded Liability
or Excluded Employee.


9.3           Indemnification by the Buyer.  Subject to the terms and limitations set
forth herein, the Buyer, jointly and severally, shall indemnify, defend and
hold harmless the Sellers, each of their respective Subsidiaries and
Affiliates, and each of the respective past, present and future directors,
officers, employees, agents and representatives of the Sellers and such
Affiliates (together, the “Seller Indemnitees”), from and against any
and all Indemnifiable Losses:


(i)            based upon, attributable to or
resulting from the failure of any of the representations or warranties made by
Buyer in this Agreement or in Related Document to be true and correct in all
respects at the date hereof and as of the Closing Date;


(ii)           based upon, attributable to or
resulting from the breach of any covenant or other agreement on the part of
Buyer under this Agreement or any Related Document;


(iii)          arising out of, based upon or relating
to any Assumed Liability; and


(iv)          attributable to any Transferred
Employee resulting from or based upon any employment-related liability
(statutory or otherwise) with respect to employment or termination of
employment on or after the Closing Date, including, without limitation, with
respect to the WARN Act.


9.4           Limitations on Indemnification;
Exclusive Remedy.


(a)           Notwithstanding anything to the
contrary in this Agreement, the Sellers shall not be liable for any
Indemnifiable Losses arising out of or based upon a breach or alleged breach of
(i) the representations and warranties in Article III or (ii) the
covenants and agreements of the Sellers contained in this Agreement, and the
Buyer shall not be 



 55
 









liable for any
Indemnifiable Losses arising out of or based upon a breach or alleged breach of
(a) the representations and warranties in Article IV or (b) the
covenants and agreements of the Buyer contained in this Agreement, in each case
unless all Indemnifiable Losses arising out of all such Indemnifiable Losses
shall exceed $1,000,000 in the aggregate, and then only to the extent of such
excess.  Further, with respect to
Indemnifiable Losses arising out of or based upon breaches or alleged breaches
of the representations and warranties in Article III or Article IV, neither the
Sellers on the one hand, nor the Buyer, on the other hand, shall be entitled to
indemnification in an aggregate amount in excess of $3,000,000.  Notwithstanding the foregoing, the
limitations set forth in this Section 9.4(a) shall not apply to (i) any claim
by the Buyer in respect of (A) the representation contained in Section 3.21,
(B) Section 2.7(f) or (C) the representations contained in Section 3.14 and
(ii) any claim by any Seller in respect of (A) the representation contained in
Section 4.5, or (B) Section 2.7(f) or the indemnification obligation set forth
in Sections 9.2(iii) and (iv) and Sections 9.3(iii) and (iv).


(b)           For purposes of indemnification, the
representations and warranties in Articles III and IV shall be construed as if
they were not qualified by the terms “material,” “materially,” “in all material
respects,” “in any material respect,” “material in financial terms,” or “Material
Adverse Effect.”


(c)           Following the Closing, in the absence
of fraud on the part of the Sellers or the Buyer, as the case may be, the
provisions of this Article IX shall be the exclusive remedy for any breach or
alleged breach of (i) any representation and warranty contained in Article
III or Article IV (other than Section 3.21) and (ii) any covenant or
agreement to be performed on or prior to the Closing Date.  In furtherance of the foregoing, each party
hereby waives, and agrees to cause its Affiliates to waive, any and all rights,
claims and causes of action they may have against any other party or any
Affiliate thereof arising under or based upon any statutory or common law or
otherwise (except pursuant to the indemnification provisions set forth in this
Article IX and except with respect to any breach of any covenant or agreement
to be performed following the Closing) to the extent relating to this Agreement
or the transactions contemplated hereby.


(d)           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.


(e)           Notwithstanding anything to the
contrary in this Agreement, Sellers shall not be liable for any Indemnifiable
Losses arising out of or based upon a breach or alleged breach of the
representations and warranties in Article III if (i) Sellers did not have
Knowledge, prior to the Closing, of the facts which comprised such breach, and
(ii) Buyer had actual knowledge of such breach on or prior to the Closing.  The Buyer will be deemed to have actual
Knowledge of information only if (1) such information is actually known by Paul
Rowsey, Steven Selbo, John Cumming or Rick Desvaux or (2) the 



 56
 









information relating to
such breach is contained in written reports, studies or analysis commissioned
by or on behalf of Buyer or its Affiliates.


9.5           Defense of Claims.


(a)           If a Buyer Indemnitee or Seller
Indemnitee, as the case may be (an “Indemnified Party”), shall receive
notice of the assertion of any claim (a “Notice of Claim”) with respect
to which a party required to provide indemnification hereunder (an “Indemnifying
Party”) may be obligated under this Agreement to provide indemnification,
such Indemnified Party shall give such Indemnifying Party prompt notice thereof
(and the Escrow Agent, if the Indemnified Party is a Buyer Indemnitee); provided,
however, that the failure of any Indemnified Party to give such Notice
of Claim shall not relieve any Indemnifying Party of its obligations under this
Article IX, except to the extent that such Indemnifying Party is actually
materially prejudiced by such failure to give notice.  Such Notice of Claim shall describe the claim
in reasonable detail, and, if practicable, shall indicate the estimated amount
of the Indemnifiable Loss that has been or may be sustained by such Indemnified
Party; provided, however, that such estimate shall not be binding
on the Indemnified Party.


(b)           An Indemnifying Party, at such
Indemnifying Party’s own expense and through counsel reasonably chosen by such
Indemnifying Party, may elect to defend any third party claim; and if it so
elects, it shall, within twenty (20) Business Days after receiving notice of
such third party claim (or sooner, if the nature of such third party claim so
requires), notify the Indemnified Party of its intent to do so, and such
Indemnified Party shall cooperate in the defense of such third party
claim.  After notice from an Indemnifying
Party to an Indemnified Party of its election to assume the defense of a third
party claim, such Indemnifying Party shall not be liable to such Indemnified
Party under this Article IX for any legal or other expenses subsequently
incurred by such Indemnified Party in connection with the defense thereof; provided,
however, that such Indemnified Party shall have the right to employ one
counsel (and any necessary local counsel) to represent such Indemnified Party
and all other Persons entitled to indemnification in respect of such claim
hereunder (which counsel shall be reasonably acceptable to the Indemnifying
Party) if, in the opinion of counsel reasonably acceptable to the Indemnifying
Party, a conflict of interest between such Indemnified Party and such
Indemnifying Party exists in respect of such claim, and in that event
(i) the reasonable fees and expenses of one such separate counsel (and any
necessary local counsel) for all Indemnified Parties shall be paid by such
Indemnifying Party and (ii) each of such Indemnifying Party and such
Indemnified Party shall have the right to direct its own defense in respect of
such claim.  If any Indemnifying Party
elects not to defend against a third party claim, or fails to timely notify an
Indemnified Party of its election, such Indemnified Party may defend,
compromise and settle such third party claim; provided, however,
that no such Indemnified Party may, without the prior written consent of the
Indemnifying Party (which consent shall not be unreasonably withheld,
conditioned or delayed), settle or compromise any third party claim or consent
to the entry of any Judgment which does not include as an unconditional term
thereof the delivery by the claimant or plaintiff to the Indemnifying Party of
a written unconditional release from all liability in respect of such third
party claim.  The Indemnifying Party may
defend, 



 57
 









compromise and settle any
third party claim on such terms as it deems appropriate; provided, however,
that no Indemnifying Party may, without the prior written consent of the
Indemnified Party (which consent shall not be unreasonably withheld,
conditioned or delayed), settle or compromise any third party claim or consent
to the entry of any Judgment which does not include as an unconditional term
thereof the delivery by the claimant or plaintiff to the Indemnified Party of a
written unconditional release from all liability in respect of such third party
claim.


9.6           Indemnity Escrow.  On the Closing Date, Buyer shall, on behalf
of Sellers, pay to First American Title Insurance Corporation, as agent to
Buyer and Sellers (the “Escrow Agent”), in immediately available funds,
to the account designated by the Escrow Agent (the “Indemnity Escrow Account”),
an amount equal to $3,000,000 (the “Indemnity Escrow Amount”), in
accordance with the terms of this Agreement and the Escrow Agreement,
substantially in the form attached hereto as Exhibit B, which will be executed
at the Closing, by and among Buyer, Seller and the Escrow Agent (the “Escrow
Agreement”).  Any payment any Seller
is obligated to make to any Buyer Indemnified Parties pursuant to this Article
IX  shall be paid first, to the extent there are sufficient funds in the
Indemnity Escrow Account, by release of funds to the Buyer Indemnified Parties
from the Indemnity Escrow Account by the Escrow Agent within five Business Days
after the date notice of any sums due and owing is given to the Seller (with a
copy to the Escrow Agent pursuant to the Escrow Agreement) by the applicable
Buyer Indemnified Party and shall accordingly reduce the Indemnity Escrow
Amount and, second, to the extent the Indemnity Escrow Amount is insufficient
to pay any remaining sums due, then the Sellers shall be required to pay all of
such additional sums due and owing to the Buyer Indemnified Parties by wire
transfer of immediately available funds within five Business Days after the
date of such notice.  On July 1, 2008,
the Escrow Agent shall release the Indemnity Escrow Amount (to the extent not
utilized to pay Buyer for any indemnification claim) to Sellers, except that
the Escrow Agent shall retain an amount (up to the total amount then held by
the Escrow Agent) equal to the amount of claims for indemnification under this
Article IX asserted prior to June 30, 2008 but not yet resolved (“Unresolved
Claims”).  The Indemnity Escrow
Amount retained for Unresolved Claims shall be released by the Escrow Agent (to
the extent not utilized to pay Buyer for any such claims resolved in favor of
Buyer) upon their resolution in accordance with this Article IX and the Escrow
Agreement.


9.7           Losses Net of Insurance, etc.  The amount of any loss, liability, cost or
expense for which indemnification is provided under this Article shall be net
of any amounts actually recovered (after taking into account any increase in
the premium payable pursuant to such policy, to the extent, if any, such
increase results from the action or inaction for which the Indemnified Party is
being indemnified) by the Indemnified Party under an insurance policy with
respect to such loss, liability, cost or expense and shall be reduced to take
account of the aggregate Tax benefit(s) actually realized by the Indemnified
Party arising from the incurrence or payment of any such loss, liability, cost
or expense.


ARTICLE X                          TERMINATION


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


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



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(b)           upon written notice by any party
hereto, if (i) 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 May 31, 2007, by any party hereto, if the Closing has not occurred by
such date; provided, however, that such party is not in breach in
any material respect of its respective representations, warranties, covenants
or agreements contained in this Agreement;


(d)           upon written notice by the Sellers,
on the one hand, or by the Buyer, on the other hand, if (i) all conditions
to the obligations of the other party (being any of the Sellers or the Buyer)
to consummate the transactions contemplated hereby shall have been satisfied
(or would have been satisfied absent the other party’s breach in performing its
obligations hereunder) and (ii) 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 (i) if any Seller is seeking termination, then no
Seller is in breach in any material respect of its respective representations,
warranties, covenants or agreements contained in this Agreement or (ii) if
any Buyer is seeking termination, then no Buyer is then in breach in any
material respect of any of its representations, warranties, covenants or
agreements contained in this Agreement; provided, further, that if such other
party is any 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


(e)           by Sellers or Buyer if there shall be
in effect a final nonappealable Judgment of a Governmental Agency of competent
jurisdiction restraining, enjoining or otherwise prohibiting the consummation
of the transactions contemplated hereby; it being agreed that, the parties
hereto shall promptly appeal any adverse determination which is not nonappealable
(and pursue such appeal with reasonable diligence); provided, however,
that the right to terminate this Agreement under this Section 10.1(e) shall not
be available to a party if such Judgment was primarily due to the failure of
such party to perform any of its obligations under this Agreement.


10.2         Other Agreements; Material To Be
Returned.


(a)           In the event that this Agreement is
terminated pursuant to Section 10.1, the transactions contemplated by this
Agreement shall be terminated, without further action by any party hereto.


(b)           Furthermore, in the event that this
Agreement is terminated pursuant to Section 10.1:


(i)            The Buyer shall return all documents
and other material received from the Sellers, their Affiliates or any of their
respective Representatives relating



 59
 









to the Resort or
the transactions contemplated by this Agreement and the Related Documents,
whether obtained before or after the execution of this Agreement, to the
Sellers;


(ii)           The Buyer agrees that all
confidential information received by the Buyer or their Affiliates or their
Representatives with respect to either of the Sellers, the Resort or this
Agreement or any of the Related Documents or the transactions contemplated
hereby or thereby shall be treated in accordance with the Confidentiality
Agreement, which shall remain in full force and effect notwithstanding the
termination of this Agreement, in accordance with Section 8.7;


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


(iv)          The Sellers agree that all confidential
information received by the Sellers or their Affiliates or their respective
Representatives with respect to the Buyers 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 8.7.


10.3         Effect of Termination.  In the event that this Agreement shall be
terminated pursuant to Section 10.1 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 8.7 hereof, (b) as set forth in
Section 11.3 in respect of certain fees and expenses, (c) the
obligations with respect to brokers contained in Sections 3.14 and 4.5 and (d) this
Article X; provided, however, that no party hereto shall be
relieved from liabilities arising out of any breach of this Agreement prior to
termination.


ARTICLE XI         MISCELLANEOUS


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


11.2         Waiver, Discharge, etc.  This Agreement may not be released,
discharged, abandoned, waived, changed or modified in any manner, except by an
instrument in writing signed on behalf of each of the parties hereto by their
duly authorized representatives.  The
failure of any party hereto to enforce at any time any of the provisions of
this Agreement shall in



 60
 









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.


11.3         Fees and Expenses.


(a)           Except as otherwise expressly
provided in this Agreement, Sellers 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 the Buyer, in connection with this Agreement, the Related Documents
and the transactions contemplated hereby and thereby.


(b)           The Buyer shall be responsible for
the payment of (i) all real estate transfer taxes (excluding Vermont land
gains tax) and sales taxes payable as a result of the consummation of the
transaction contemplated hereby, (ii) the HSR Act filing fee and (iii) 50%
of the basic premium and the cost of all endorsements for an owner’s policy of
title insurance covering the Real Property.


(c)           The Sellers are responsible for 50%
of the basic premium for an owner’s policy of title insurance covering the Real
Property.


11.4         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.


11.5         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:


Steven P. Selbo

SP Land Company

2046 US Route 4, Suite 200

PO Box 290

Killington, VT  05751

Facsimile:  (802) 747-9283


with a copy to:



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E2M Partners

3401 Armstrong Avenue

Dallas, TX  75205

Attention:  Paul E. Rowsey, III

Facsimile:  (214) 443-1980


and a copy to:


Mark D. Van Kirk

Baker Botts, LLP

2001 Ross Avenue, Suite 600

Dallas, TX  75201-2916

Facsimile:  (214) 661-4593


and a copy to:


Joseph A.
Kuzneski, Jr.

Weil, Gotshal & Manges LLP

50 Kennedy Plaza, 11th Floor

Providence, RI  02903

Facsimile:               (401) 278-4701


If to the Sellers, to:


American Skiing Company

136 Heber Avenue, Suite 303

PO Box 4552

Park City, UT  84060

Attention:  William J. Fair

Facsimile:  (435) 615-4780


with a copy to:


c/o American Skiing Company

One Monument Way

Portland, ME  04101

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

Facsimile:  (207) 791-2607


and a copy to:


Goodwin Procter LLP

53 State Street

Boston, MA  02109

Attention:  Samuel L. Richardson, Esq.

Facsimile:  (617) 523-1231



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


11.7         GOVERNING LAW; WAIVER OF JURY TRIAL.


(A)          SUBJECT TO CLAUSE (C) OF THIS SECTION
11.7, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF [NEW YORK] WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
THEREOF.


(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.


(C)           FOR PURPOSES OF THIS
AGREEMENT, MARKETABILITY OF TITLE SHALL BE DETERMINED IN ACCORDANCE WITH THE VERMONT MARKETABLE TITLE ACT (27
V.S.A. § 601 ET SEQ.) AND STANDARDS OF TITLE OF THE VERMONT BAR ASSOCIATION NOW
IN FORCE TO THE EXTENT APPLICABLE STANDARDS EXIST.  IT IS ALSO AGREED THAT ANY AND ALL DEFECTS IN
OR ENCUMBRANCES AGAINST THE TITLE THAT COME WITHIN THE SCOPE OF THESE TITLE
STANDARDS SHALL NOT CONSTITUTE A VALID OBJECTION ON THE PART OF THE BUYER IF
THE TITLE STANDARDS DO NOT SO PROVIDE; PROVIDED, THE SELLER FURNISHES ANY
AFFIDAVITS OR OTHER INSTRUMENTS THAT MAY BE REQUIRED BY THE APPLICABLE TITLE
STANDARDS.


11.8         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.


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


11.10       Exhibits and Schedules.  The Exhibits and Schedules are a part of this
Agreement as if fully set forth herein. 
Matters reflected on any Schedule are not necessarily limited to
matters required by this Agreement to be reflected therein and the inclusion of
such matters shall



 63
 









not be deemed an admission that such matters were
required to be reflected on such Schedules. 
Such additional matters are set forth for informational purposes only
and do not necessarily include other matters of a similar nature.


11.11       Successors and Assignment.  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.  Notwithstanding any
other provision contained herein, Buyer may assign its rights (in whole or in
part) under this Agreement to one or more Affiliates of E2M Partners, LLC or
Powdr Corporation in its sole discretion provided that Buyer remains liable
hereunder and that at least one of the assignees is an Affiliate of E2M
Partners, LLC.


11.12       Remedies.


(a)           Except as otherwise provided herein,
any and all remedies herein expressly conferred upon a party shall be deemed
cumulative with and not exclusive of any other remedy conferred hereby, or by
law or equity upon such party, and the exercise by a party of any one remedy
shall not preclude the exercise of any other remedy.  The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent breaches
of this Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which the parties are
entitled at law or in equity.


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


11.13       Third Parties.  Except as provided in Sections 9.2 and 9.3,
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.


11.14       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.


11.15       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.



 64
 









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.


SELLERS:


Killington, Ltd.


	
  By:

  	
  /s/   Foster
  A. Stewart, Jr.

  	
   

  
	
  Name:

  	
  /s/ Foster A.
  Stewart, Jr.

  
	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
  Pico Ski Area
  Management Company, Inc.

  



 


 


	
  By:

  	
  /s/   Foster
  A. Stewart, Jr.

  	
   

  
	
  Name:

  	
  /s/ Foster A.
  Stewart, Jr.

  
	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
  American Skiing
  Company

  



 


 


	
  By:

  	
  /s/   Foster
  A. Stewart, Jr.

  	
   

  
	
  Name:

  	
  /s/ Foster A.
  Stewart, Jr.

  
	
  Title:

  	
  Senior Vice
  President

  



 


BUYER:


SP Land Company, LLC


By:  Ski Partners, LLC


 


	
  By:

  	
  /s/   S.
  Selbo

  	
   

  
	
  Name:

  	
  Steven P Selbo

  
	
  Title:

  	
  President

  



 


 



 65