**Exhibit10.1**

** **

**PURCHASE AGREEMENT**

**by and among**

**SUNDAYRIVER SKIWAY CORPORATION**

**SUGARLOAFMOUNTAIN CORPORATION**

**S-K-ILTD.**

**AMERICAN SKIING COMPANY**

**and**

**BOYNE USA, INC.**

----

**June 4, 2007**

----

 

----

**TABLE OF CONTENTS**
|        | ** **                                        | **Page** |
|--------|---------------------------------------------------|----------|
|   |                                              |     |
|   | ARTICLE I                                         |     |
|   |                                              |     |
|   | CERTAIN  DEFINITIONS                              |     |
|   |                                              |     |
| 1.1    | Certain Definitions                               | 1        |
| 1.2    | Other Capitalized Terms                           | 9        |
|   |                                              |     |
|   | ARTICLE II                                        |     |
|   |                                              |     |
|   | PURCHASE PRICE  AND PAYMENT                       |     |
|   |                                              |     |
| 2.1    | Sale and Purchase of Stock                        | 11       |
| 2.2    | Payment at the Closing, Subsequent Payment        | 11       |
|   |                                              |     |
|   | ARTICLE III                                       |     |
|   |                                              |     |
|   | REPRESENTATIONS  AND WARRANTIES OF                |     |
|   | THE SELLERS                                       |     |
|   |                                              |     |
| 3.1    | Organization and Qualification                    | 11       |
| 3.2    | Title to the Stock                                | 12       |
| 3.3    | Subsidiaries                                      | 12       |
| 3.4    | Binding Obligation                                | 12       |
| 3.5    | No Default or Conflicts                           | 13       |
| 3.6    | No Governmental Authorization or Consent Required | 13       |
| 3.7    | Financial Statements                              | 14       |
| 3.8    | Powers of Attorney                                | 14       |
| 3.9    | Brokers                                           | 14       |
| 3.10   | Compliance with Laws                              | 14       |
| 3.11   | Insurance                                         | 15       |
| 3.12   | Litigation                                        | 15       |
| 3.13   | Approvals                                         | 15       |
| 3.14   | Labor Matters                                     | 16       |
| 3.15   | Employee Benefit Plans                            | 16       |
| 3.16   | Real Property                                     | 19       |
| 3.17   | Tax Matters                                       | 22       |
| 3.18   | Contracts and Commitments                         | 23       |
| 3.19   | Environmental Matters                             | 25       |
| 3.20   | Intellectual Property                             | 27       |
| 3.21   | Related Persons                                   | 28       |
| 3.22   | Condition of and Title to Assets                  | 29       |

 

i

----

 
| 3.23   | Absence of Certain Changes                                 | 30     |
|--------|------------------------------------------------------------|--------|
| 3.24   | Water Rights                                               | 30     |
| 3.25   | No Clubs                                                   | 30     |
| 3.26   | Books and Records                                          | 30     |
|   |                                                       |   |
|   | ARTICLE IV                                                 |   |
|   |                                                       |   |
|   | REPRESENTATIONS  AND                                       |   |
|   | WARRANTIES OF  THE BUYER                                   |   |
|   |                                                       |   |
| 4.1    | Organization of the Buyer                                  | 31     |
| 4.2    | Power and Authority                                        | 31     |
| 4.3    | No Conflicts                                               | 31     |
| 4.4    | Purchase for Investment                                    | 32     |
| 4.5    | Litigation                                                 | 32     |
| 4.6    | Brokers                                                    | 32     |
| 4.7    | Availability of Funds                                      | 32     |
| 4.8    | No Divestitures                                            | 32     |
|   |                                                       |   |
|   | ARTICLE V                                                  |   |
|   |                                                       |   |
|   | EMPLOYEES AND  EMPLOYEE-RELATED MATTERS                    |   |
|   |                                                       |   |
| 5.1    | Employment Matters                                         | 33     |
| 5.2    | Benefit Plans                                              | 33     |
|   |                                                       |   |
|   | ARTICLE VI                                                 |   |
|   |                                                       |   |
|   | CLOSING                                                    |   |
|   |                                                       |   |
| 6.1    | Closing Date                                               | 34     |
|   |                                                       |   |
|   | ARTICLE VII                                                |   |
|   |                                                       |   |
|   | CONDITIONS TO  OBLIGATIONS OF                              |   |
|   | THE BUYER TO  CONSUMMATE THE TRANSACTION                   |   |
|   |                                                       |   |
| 7.1    | Representations and Warranties; Compliance with  Covenants | 34     |
| 7.2    | No Material Adverse Effect                                 | 34     |
| 7.3    | No Injunction                                              | 34     |
| 7.4    | Approvals                                                  | 35     |
| 7.5    | Release of Liens                                           | 35     |
| 7.6    | Assignment                                                 | 35     |
| 7.7    | Related Documents                                          | 35     |
| 7.8    | FIRPTA                                                     | 35     |
| 7.9    | Resignations                                               | 35     |
| 7.10   | Settlement of Accounts                                     | 35     |
| 7.11   | Specimen Title Policies                                    | 35     |

 

ii

----

 
| 7.12   | Approval of Documentation                                  | 35     |
|--------|------------------------------------------------------------|--------|
| 7.13   | Opinion and Certificates                                   | 36     |
|   |                                                       |   |
|   | ARTICLE VIII                                               |   |
|   |                                                       |   |
|   | CONDITIONS TO  OBLIGATIONS OF                              |   |
|   | THE SELLERS TO  CONSUMMATE THE TRANSACTION                 |   |
|   |                                                       |   |
| 8.1    | Representations and Warranties; Compliance with  Covenants | 36     |
| 8.2    | No Injunction                                              | 36     |
| 8.3    | Approvals                                                  | 37     |
| 8.4    | Settlement of Accounts                                     | 37     |
| 8.5    | Related Documents                                          | 37     |
| 8.6    | Letters of Credit                                          | 37     |
|   |                                                       |   |
|   | ARTICLE IX                                                 |   |
|   |                                                       |   |
|   | COVENANTS                                                  |   |
|   |                                                       |   |
| 9.1    | Regulatory Filings, Etc.                                   | 37     |
| 9.2    | Injunctions                                                | 38     |
| 9.3    | Access to Information                                      | 38     |
| 9.4    | No Extraordinary Actions by the Sellers                    | 39     |
| 9.5    | Commercially Reasonable Efforts; Further Assurances        | 41     |
| 9.6    | Use of Names; Name Change                                  | 43     |
| 9.7    | Confidentiality; Publicity                                 | 44     |
| 9.8    | Transition                                                 | 45     |
| 9.9    | Access to Records After the Closing                        | 45     |
| 9.10   | No Employee Solicitation                                   | 45     |
| 9.11   | Interim Operations of the Buyer                            | 45     |
| 9.12   | No Solicitation                                            | 46     |
| 9.13   | Intercompany Guarantees                                    | 46     |
| 9.14   | Third Party Contracts and Cross Default Provisions         | 47     |
| 9.15   | Patriot Act                                                | 48     |
| 9.16   | Change in Control Bonuses                                  | 48     |
|   |                                                       |   |
|   | ARTICLE X                                                  |   |
|   |                                                       |   |
|   | SURVIVAL AND  INDEMNIFICATION                              |   |
|   |                                                       |   |
| 10.1   | Survival                                                   | 48     |
| 10.2   | Indemnification by Sellers, Jointly and Severally          | 48     |
| 10.3   | Indemnification by the Buyer                               | 49     |
| 10.4   | Limitations on Indemnification                             | 49     |
| 10.5   | Right to Indemnification not Affected by Knowledge         | 50     |

 

iii

----

 
|        | ARTICLE XI                                                  |   |
|--------|-------------------------------------------------------------|--------|
|   |                                                        |   |
|   | TAX MATTERS                                                 |   |
|   |                                                        |   |
| 11.1   | Tax Indemnification                                         | 51     |
| 11.2   | Tax Refunds                                                 | 52     |
| 11.3   | Preparation and Filing of Tax Returns and Payment of  Taxes | 52     |
| 11.4   | Tax Cooperation                                             | 53     |
| 11.5   | Tax Audits                                                  | 54     |
| 11.6   | Tax Treatment of Indemnification Payment                    | 56     |
| 11.7   | 338(h)(10) Election                                         | 56     |
| 11.8   | Tax Sharing Agreements                                      | 57     |
| 11.9   | Survival of Obligations                                     | 57     |
|   |                                                        |   |
|   | ARTICLE XII                                                 |   |
|   |                                                        |   |
|   | TERMINATION                                                 |   |
|   |                                                        |   |
| 12.1   | Termination                                                 | 57     |
| 12.2   | Other Agreements; Material To Be Returned                   | 58     |
| 12.3   | Effect of Termination                                       | 59     |
|   |                                                        |   |
|   | ARTICLE XIII                                                |   |
|   |                                                        |   |
|   | MISCELLANEOUS                                               |   |
|   |                                                        |   |
| 13.1   | Complete Agreement                                          | 59     |
| 13.2   | Waiver, Discharge, etc.                                     | 59     |
| 13.3   | Fees and Expenses                                           | 59     |
| 13.4   | Amendments                                                  | 60     |
| 13.5   | Notices                                                     | 60     |
| 13.6   | Venue                                                       | 61     |
| 13.7   | GOVERNING LAW; WAIVER OF JURY TRIAL                         | 61     |
| 13.8   | Headings                                                    | 61     |
| 13.9   | Interpretation                                              | 61     |
| 13.10  | Exhibits and Schedules                                      | 61     |
| 13.11  | Successors                                                  | 61     |
| 13.12  | Remedies                                                    | 62     |
| 13.13  | Third Parties                                               | 62     |
| 13.14  | Severability                                                | 62     |
| 13.15  | Counterparts; Effectiveness                                 | 62     |
| 13.16  | NO OTHER REPRESENTATIONS                                    | 62     |
| 13.17  | CONDITION OF THE BUSINESS                                   | 63     |
| 13.18  | NO OTHER REPRESENTATIONS                                    | 63     |
| 13.19  | INDEPENDENT INVESTIGATION                                   | 63     |

 

iv

----

EXHIBITS
| A | -     | CORIS and WRMS License Agreement |
|---|-------|----------------------------------|
| B | **-** | Specimen Title Policies          |
| C | -     | Transition Services Agreement    |
| D | -     | Escrow Agreement                 |

 

v

----

**PURCHASE AGREEMENT**

PURCHASE AGREEMENT, dated as of June 4, 2007 (this “Agreement”), by and among SUNDAY RIVER SKIWAYCORPORATION, a Maine corporation (“SRSC”), SUGARLOAF MOUNTAINCORPORATION, a Maine corporation (“SMC”), S-K-I LTD., a Delawarecorporation (“SKI”), AMERICAN SKIING COMPANY, a Delaware corporation (“ASC”, and together with SKI, the “Sellers”), and BOYNE USA, INC., a Michigancorporation (“Buyer”), for the sale and purchase of all of theoutstanding capital stock in SRSC, SMC, SRL and BBD (the “Stock”).

W I T N E S S E T H:

WHEREAS, ASC owns all of the Stock of SRSC, SRL andBBD, and SKI owns all of the Stock of SMC;

WHEREAS, ASC and SKI wish to sell to the Buyer, andthe Buyer wishes to purchase from ASC and SKI, all of such Stock upon the termsand subject to the conditions of this Agreement;

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

**ARTICLE I**

**CERTAIN DEFINITIONS**

1.1                                 CertainDefinitions.  As used in thisAgreement, unless the context requires otherwise, the following terms shallhave the meanings indicated:

“Affiliate” ofany specified Person means any other Person, directly or indirectlyControlling, Controlled by or under common Control with the specified Person.

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

“Base Balance Sheet”means the balance sheet of the Companies at April 29, 2007 included in theInterim Financial Statements.

----

“Base Balance Sheet Date”means April 29, 2007.

“BBD” means Blunder Bay Development, Inc., aMaine corporation.

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

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

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

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

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

“Code” means theInternal Revenue Code of 1986, as amended.

“Companies” means SRSC, SMC, BBD and SRL.

“Confidentiality Agreement”means that certain letter agreement, dated March 20, 2006, by and between Buyerand ASC.

“Contamination” means the actual or threatenedpresence of, or Release at, in, on, under, from or to the environment of anyHazardous Substance, excepting the routine storage, handling, management anduse of Hazardous Substances from time to time in the ordinary course ofbusiness in strict compliance with Environmental Laws and with good commercialpractice.

“Contract” meansany loan or credit agreement, note, bond, mortgage, indenture, deed of trust,license agreement, franchise, contract, agreement, Lease (including any RealProperty Lease), instrument or guarantee (including any amendments,modifications, extensions or replacements thereof), option agreement oragreement conferring similar rights.

2

----

“Control” meansthe power to direct or cause the direction of the management and policies ofanother Person, whether through the ownership of securities, by contract orotherwise.

“CORIS and WRMS LicenseAgreements” mean duly executed license agreements in favor of eachof SRSC and SMC substantially in the forms attached as Exhibit A hereto.

“Environmental Claims” means, with respect toeither Company and its Subsidiaries, and the Real Property, any and all claims,demands, actions and/or proceedings brought or instigated by any GovernmentalAgency or other third party in connection with any Environmental Law (includingwithout limitation civil, criminal and/or administrative proceedings), whetheror not seeking costs, damages, penalties or expenses, and/or any and all thirdparty claims, actions, demands or proceedings (including without limitationthose based on negligence, trespass, strict liability, nuisance, or toxic tort)due to any actual or threatened Release of a Hazardous Substance, and whetheror not seeking costs, damages, penalties or expenses (collectively, a “Demand”),including, without limitation, (a) any and all Demands for enforcement,cleanup, removal, response, remedial or other actions or damages pursuant toEnvironmental Laws and (b) any and all Demands seeking damages, contribution,indemnification, cost recovery, compensation or injunctive relief forEnvironmental Liabilities resulting from a Release or otherwise arising from anEnvironmental Condition.

“Environmental Conditions” means any and allconditions, including regulatory compliance, relating to soil, surface water,groundwater, or air, Releases and/or Contamination, whether on or migratingfrom the Real Property in actual or threatened violation of applicablestandards of Environmental Laws in effect as of the date of this Agreement.

“Environmental Law” means all federal, stateand local Laws pertaining or relating to or purporting to relate to thehandling, use, presence, disposal, Release or threatened Release of anyHazardous Substance, noise, wetlands, Contamination or any injury or threat ofinjury to persons or property, the protection of the environment, naturalresources and human health and safety, including, without limitation: (a) theComprehensive Environmental Response, Compensation and Liability Act of 1980,as amended (“CERCLA”); (b) the Solid Waste Disposal Act, as amended; (c)the Clean Air Act, as amended; (d) the Clean Water Act, as amended and (e) theToxic Substances Control Act, as amended, as each of the foregoing are ineffect on the date of this Agreement, and including analogous applicable Lawsof the State of Maine pertaining to the environment, natural resources andemployee health and safety.

“Environmental Liability” means any and allLiabilities, Environmental Claims and/or Environmental Conditions which have,or would reasonably be expected to have, a Material Adverse Effect on a Resort,individually or in the aggregate, including arising in connection with anyEnvironmental Claim by any private Person or Governmental Agency.

3

----

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

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

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

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

“GAAP” meansUnited States generally accepted accounting principles in effect at the time inquestion.

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

“Hazardous Substance” means (a) any hazardousmaterials, hazardous wastes, solid wastes, hazardous substances, toxic wastesand toxic substances as those or similar terms are listed in, defined by and/orregulated under any Environmental Laws; (b) asbestos or asbestos containingmaterials, urea-formaldehyde, lead-containing plumbing or paint, or radon; (c)polychlorinated biphenyls (PCBs) or PCB-containing materials or fluids; (d) anyother hazardous, radioactive or toxic substance, or contaminant regulated underany Environmental Law; and (e) any petroleum, gasoline, oil, petroleumhydrocarbons, petroleum products (or by-products), crude oil and anyconstituents, additives, fractions or derivatives thereof.

“Hotels” meansthe Sugarloaf Grand Summit Hotel, located at the SMC Resort, and the SummitHotel and the Jordan Grand Hotel, located at the SRSC Resort.

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

“Indebtedness”means (i) any liability, contingent or otherwise, of any Company (a) forborrowed money (whether or not the recourse of the lender is to the whole ofthe assets of such

4

----

Company or only to aportion thereof) or (b) evidenced by a note, debenture or similar instrument orletter of credit (including a purchase money obligation or other obligationrelating to the deferred purchase price of property); (ii) any liability ofothers of the kind described in the preceding clause (i) which such Company hasguaranteed or which is otherwise its legal liability; (iii) any monetaryobligation secured by a lien to which the property or assets of such Company issubject, whether or not the obligations secured thereby shall have been assumedby it or shall otherwise be its legal liability, but not including Liens of thenature described in clauses (ii) and (iii) of the definition of “PermittedExceptions”; and (iv) all capitalized lease obligations of such Company.  In no event shall Indebtedness include tradepayables or operating lease obligations, provided the same are properlydisclosed in the Financial Statements or included in the Interim FinancialStatements or incurred in the ordinary course of business after the BaseBalance Sheet Date.

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

“Interim FinancialStatements” means the unaudited balance sheet and statements ofoperations, stockholder’s equity and cash flows as of and for the nine (9)month period ended April 29, 2007.

“Judgment” meansany judgment, ruling, writ, injunction, order, arbitral award or decree issuedby a court of competent jurisdiction.

“Knowledge of the Companies”(and any similar phrases as they relate to the Companies) means the existingactual knowledge of Stan Hansen, B.J. Fair, Betsy Wallace, John Diller, DanaBullen and Foster Stewart.

5

----

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

“Lease” meansany lease, sublease, license, or similar occupancy right in real or personalproperty.

“Liabilities” means losses, damages,deficiencies, obligations, claims, demands, judgments, awards, interest, fines,penalties or settlements of any nature or kind, including all costs andexpenses, whether accrued or unaccrued, actual or contingent, known or unknown,foreseen or unforeseen, asserted or unasserted, liquidated or unliquidated, anddue or to become due, and whether or not required to be reflected on a balancesheet prepared in accordance with GAAP.

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

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

“Material Adverse Effect”means a material adverse effect upon (i) the results of operations, properties,assets, liabilities or financial condition of the business of either Resort,(ii) the valid, binding effect or enforceability of this Agreement or anyRelated Document, or (iii) the ability of either Seller to perform itsobligations under this Agreement; provided, however, that “MaterialAdverse Effect” shall not include any change, effect, condition, event orcircumstance (collectively, “Events”) arising out of, or attributable to(i) general economic conditions, changes, effects, events or circumstances,except to the extent such Events disproportionately affect such Resort, (ii)changes, effects, conditions, events or circumstances that generally affect theski, resort or hospitality industries, except to the extent such Eventsdisproportionately affect such Resort, (iii) in the case of either Resort, anyeffect which the financial condition of ASC may have on the terms andconditions on which inventory or other assets are purchased by such Resort(provided that such effect will be taken into account for purposes of thisdefinition of Material Adverse Effect only to the extent such effect wouldreasonably be expected to have a material adverse effect (taking into accountthe reasonably expected duration of said effect) on such Resort following theClosing), (iv) any acts of terrorism or acts of war, whether occurring withinor outside the United States, or any effect of any such acts on generaleconomic or other conditions, except to the extent such Eventsdisproportionately affect such Resort, (v) any climatic or weather condition,except to the extent of any damage or destruction of the assets of such Resortwhich has a material and adverse effect on such Resort and which is caused bysuch damage or destruction, (vi) changes arising from the consummation of thetransactions contemplated hereby or the announcement of the execution of thisAgreement.

6

----

“Materials of EnvironmentalConcern” means pollutants, contaminants, wastes, toxic substances,hazardous substances, radioactive materials, asbestos, petroleum and petroleumproducts.

“Mountainside” means Mountainside, a Mainecorporation and wholly owned subsidiary of SMC.

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

“Outstanding Indebtedness”means the aggregate outstanding principal balance of, and accrued and unpaidinterest on, all Indebtedness of the Companies, calculated as of the close ofbusiness on the day immediately preceding the Closing Date, but not includingthe Capital Leases or the ASC-Level Financings.

“Permitted Exceptions”means (i) Liens disclosed on any balance sheet included in the FinancialStatements or Interim Financial Statements or securing liabilities reflectedtherein (provided that Liens securing the financings described in Section1.1(b) of the Seller Disclosure Letter (the “ASC-LevelFinancings”) shall not be Permitted Exceptions); (ii) Liens fortaxes, assessments and similar charges that are not yet due and payable; (iii)mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens imposedby applicable Law arising or incurred in the ordinary course of business; (iv)easements, rights-of-way, restrictions and other similar charges orencumbrances the existence of which do not materially adversely detract fromthe value of the property affected by such encumbrances(s) and do notmaterially interfere with the operation of the Companies’ or any of theirrespective Subsidiaries’ respective businesses as currently conducted; (v)Liens or other encumbrances that would be disclosed by an accurate survey ofthe Real Property provided that the same do not materially adversely detractfrom the value of the property affected by such encumbrance(s) and do notmaterially interfere with the operation of the Companies’ or any of theirrespective Subsidiaries’ respective businesses as currently conducted; (vi)applicable zoning regulations and ordinances, and building, health and otherapplicable laws or ordinances; and (vii) any exceptions to title set forth inany subsection of Section 3.16 of the Seller Disclosure Letter.

“Person” meansan individual, a corporation, a limited liability company, a partnership, anunincorporated association, a joint venture, a Governmental Agency or any otherentity.

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

7

----

“Related Documents”means (i) the CORIS and WRMS License Agreements, (ii) the Transition ServicesAgreement, and (iii) all other agreements, instruments and certificatesdescribed in or contemplated by this Agreement or reasonably requested byeither the Buyer or the Sellers that are to be executed and delivered inconnection with the transactions contemplated hereby, including, withoutlimitation, good standing certificates, incumbency certificates and secretarycertificates for the parties and Subsidiaries of the Companies.

“Release” means any actual or threatenedpresence in, or release, escape, spill, emission, discharge, leaking, pumping,injection, deposit, disposal, dispersal, leaching or migration into, on, at,from or under the indoor or outdoor environment (including, without limitation,ambient air, surface water, groundwater and surface or subsurface strata) ofHazardous Substances, whether intentional or unintentional, including inviolation of Environmental Laws.

“Resorts” meansthe mountain resorts operated by SMC known as Sugarloaf Resort located inCarrabassett Valley, Maine and by SRSC known as Sunday River Resort located inNewry, Maine.

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

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

“Specimen Title Policies” shall mean thespecimen owner title insurance policies issued by the Title Company in the formattached hereto as Exhibit B.

“SRL” means Sunday River Ltd., a Mainecorporation.

“Subsidiary” ofany specified Person means any other Person (i) as to which more than 50% ofits outstanding shares or securities representing the right to vote for theelection of directors or other managing authority of such other Person areowned or Controlled, directly or indirectly, by such specified Person, but suchother Person shall be deemed to be a Subsidiary only so long as such ownershipor Control exists, or (ii) which does not have outstanding shares or securitieswith such right to vote, as may be the case in a partnership, limited liabilitycompany, joint venture or unincorporated association, but more than 50% ofwhose ownership interest representing the right to make the decisions for suchother Person is owned or Controlled, directly or indirectly, by such specifiedPerson, but such other Person shall be deemed to be a Subsidiary only so longas such ownership or Control exists.

8

----

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

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

“Title Company” means First American TitleInsurance Company.

“Tramway Authorities” means the Board ofElevator and Tramway Safety, the State of Maine.

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

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

1.2           Other Capitalized Terms.  The following capitalized terms are definedin the following Sections of this Agreement:
| Term                     | ** ** | **Section** |
|--------------------------|------------|-------------|
|                     |       |        |
| Agreement                |       | Preamble    |
| ASC                      |       | Preamble    |
| ASC-Level  Financings    |       | 1.1         |
| Assignments              |       | 7.6         |
| Base Balance  Sheet      |       | 1.1         |
| Base Balance  Sheet Date |       | 1.1         |
| Buyer                    |       | Preamble    |
| Buyer  Indemnitees       |       | 10.2        |
| Buyer Trade  Names       |       | 9.6(b)      |
| Capital Program          |       | 3.7         |
| Companies                |       | 1.1         |
| Company Plans            |       | 3.15(a)     |
| Company Subject  Matter  |       | 9.3         |
| Contest                  |       | 11.5(b)     |

 

9

----

 
| Term                                     | ** ** | **Section** |
|------------------------------------------|------------|-------------|
|                                     |       |        |
| Current Plan Year                        |       | 5.2(b)      |
| Employees                                |       | 5.1         |
| Enforceability  Exceptions               |       | 3.4         |
| Escrow Agent                             |       | 10.6        |
| Escrow Agreement                         |       | 10.6        |
| FCC                                      |       | 3.6         |
| Indemnifiable  Losses                    |       | 10.2        |
| Indemnity Escrow  Agreement              |       | 10.6        |
| Indemnity Escrow  Amount                 |       | 10.6        |
| Initial Purchase  Price                  |       | 2.1         |
| Insurance  Policies                      |       | 3.11(a)     |
| Intellectual  Property                   |       | 1.1         |
| Interim  Financial Statements            |       | 1.1         |
| Interim Period                           |       | 11.1(a)     |
| Leased Real  Property                    |       | 3.16(a)     |
| Nonqualified  Deferred Compensation Plan |       | 3.15(j)     |
| Other ASC  Resorts                       |       | 5.1         |
| Owned Real  Property                     |       | 3.16(a)     |
| Plans                                    |       | 3.15(a)     |
| Pre-Closing  Periods                     |       | 11.1(a)     |
| Purchase Price                           |       | 2.1         |
| Real Property                            |       | 3.16(a)     |
| Real Property  Leases                    |       | 3.16(a)     |
| Representatives                          |       | 9.3         |
| Resorts                                  |       | 1.1         |
| SEC                                      |       | 9.4(e)      |
| Section  338(h)(10) Election             |       | 11.7(a)     |
| Seller  Indemnitees                      |       | 10.3        |
| Sellers                                  |       | Preamble    |
| Seller Trade  Names                      |       | 9.6(a)      |
| Software                                 |       | 1.1         |
| Stock                                    |       | Preamble    |
| Straddle Contest                         |       | 11.5(c)     |
| Tax Indemnifying  Party                  |       | 11.1(a)     |
| Tax Notice                               |       | 11.5(a)     |
| Tempest  Agreement                       |       | 2.1         |
| Transition  Services Agreement           |       | 9.5(1)      |
| Unresolved  Claims                       |       | 10.6        |

 

10

----

**ARTICLE II**

**PURCHASE PRICE AND PAYMENT**

2.1                                 Saleand Purchase of Stock.  At theClosing, upon the terms and subject to the conditions of this Agreement, ASCand SKI shall sell to the Buyer, and the Buyer shall purchase from ASC and SKI,the Stock.  The aggregate purchase pricefor the Stock shall be (i) $76,500,000 (the “Initial Purchase Price”), plus(ii) the assignment by SRSC to ASC of all rights to receive any amounts (up to$500,000) that become payable to SRSC pursuant to Section 6(a) of the ShortForm Purchase and Sale Agreement (the “Tempest Agreement”), dated as of January18, 2006, between SRSC and Fort Point Real Estate Company, Inc. (the “PurchasePrice”).  In addition, at the Closing,Buyer shall reimburse Seller (a) the amount actually expended prior to theClosing Date by ASC or its Affiliates with respect to the items described onthe 2007-08 Capital Expenditure Plan for the Resorts pursuant to Section3.7(b) of the Seller Disclosure Letter, plus (b) any amounts paid by ASC orits Affiliates subsequent to the Base Balance Sheet Date and prior to theClosing Date as prepayments under the equipment leases for the snow-groomingequipment located at the Resorts and listed on Section 2.1 of the SellerDisclosure Letter.  At the Closing, theBuyer shall cause SRSC to assign to ASC the rights described in clause (ii)above, as well as the mortgage securing the performance of such obligations, byan instrument or instruments reasonably satisfactory to ASC.  ASC shall reassign to Buyer such mortgageupon receipt by ASC of the payment contemplated by clause (ii) above.

2.2                                 Paymentat the Closing, Subsequent Payment. At the Closing, the Buyer shall (subject to Section 10.6 hereof) pay theInitial Purchase Price and the reimbursement contemplated by Section 2.1 hereofby wire transfer of immediately available funds to ASC.  The balance of the Purchase Price shall bepaid by wire transfer to ASC of immediately available funds by Fort Pointpursuant to the terms of the Tempest Agreement.

**ARTICLE III**

**REPRESENTATIONS AND WARRANTIES OFTHE SELLERS**

The Sellers jointly and severally represent andwarrant to the Buyer as follows:

3.1                                 Organizationand Qualification.

(a)                                  Each Company has previouslydelivered to or made available to the Buyer, prior to the date hereof, a completeand correct copy of: the Certificate of Incorporation and bylaws (or similarorganizational documents) of such Company and each Subsidiary, as each of thesame may have been amended, each of which is in full force and effect.  Each of SMC, SRSC, SRL, BBD, and Mountainsideis a corporation duly formed, validly existing and in good standing under thelaws of the State of Maine, and each has all requisite power and authority to

11

----

own,lease and operate its properties and to carry on its business as presentlyowned or conducted.

(b)                                 Each of SKI and ASC has previouslydelivered to or made available to the Buyer, prior to the date hereof, completeand correct copies of its Certificate of Incorporation and bylaws, as each ofthe same may have been amended, each of which is in full force and effect.  Each of SKI and ASC is a corporation dulyformed, validly existing and in good standing under the laws of Delaware andhas all requisite power and authority to own, lease and operate its propertiesand carry on its business as presently owned or conducted; provided, however,that no representation is made as to the qualification of ASC or SKI in anyjurisdiction other than its state of incorporation.

3.2                                 Titleto the Stock.  ASC owns, and as ofthe Closing Date will own, beneficially and of record, free and clear of anyLien with full right, power and authority to transfer, convey and deliver, theSRSC, SRL and BBD Stock, and SKI owns, and as of the Closing Date, will own,beneficially and of record, free and clear of any Lien with full right, powerand authority to transfer, convey and deliver, the SMC Stock, and, upondelivery of and payment for the Stock at the Closing as herein provided, ASCand SKI, as applicable, will convey to the Buyer good and valid title thereto,free and clear of any Lien.  The Stockconsists of all of the issued and outstanding capital stock in each Company, asthe same is set forth in Section 3.2 of the Seller Disclosure Letter.  Except for the rights of Buyer under thisAgreement, there is no outstanding right, warrant, subscription, call,preemptive right, option or other agreement or outstanding offer of any kind tosell, purchase, encumber or otherwise convey, transfer, encumber or dispose ofany right, title and/or interest in and to the Stock and there is nooutstanding debt or security which is convertible into same, and no otherPerson has any legal, beneficial or equitable right, title or interest inand/or to the Stock.  Upon consummationof the transactions contemplated hereby, Buyer will own all of the SRSC, SRL,BBD and SMC Stock free and clear of all Liens (other than those created by orwith the consent of Buyer).  There are novoting trusts, proxies, or other agreements or understandings with respect tothe voting of the Stock.

3.3                                 Subsidiaries.  Except as set forth on Section 3.3 ofthe Seller Disclosure Letter, which sets forth the number and type ofoutstanding equity securities of each Subsidiary and a list of the holdersthereof, none of the Companies has any Subsidiaries and does not directly orindirectly own or have any investment in the capital stock of, or otherpropriety interest in, any Person.  Thereis no outstanding right, warrant, subscription, call, preemptive right, optionor other agreement or outstanding offer of any kind to sell, purchase, encumberor otherwise convey, transfer, encumber or dispose of any right, title and/orinterest in and to the equity of any Subsidiary of any Company and there is nooutstanding debt or security which is convertible into same, and no otherPerson has any legal, beneficial or equitable right, title or interest inand/or to such equity.

3.4                                 BindingObligation.  The Sellers have allrequisite corporate authority and power to execute and deliver this Agreementand the Related Documents to be executed by them in connection herewith and toperform their respective obligations set forth herein and therein.  This Agreement has been, and such RelatedDocuments will be at the Closing, duly and validly

12

----

authorized by all required corporate or stockholderaction on the part of the Sellers and no other corporate or stockholderproceedings on the part of any of them are necessary to authorize thisAgreement or the Related Documents.  ThisAgreement has been duly executed and delivered by the Sellers and, assumingthat this Agreement constitutes a legal, valid and binding obligation of theBuyer, constitutes the legal, valid and binding obligation of the Sellers,enforceable against them in accordance with its terms, except to the extent thatthe enforceability thereof may be limited by: (i) applicable bankruptcy, insolvency, fraudulent conveyance,reorganization, moratorium or similar laws from time to time in effectaffecting generally the enforcement of creditors’ rights and remedies; and (ii)general principles of equity (the exceptions set forth in (i) and (ii), the “Enforceability Exceptions”).

3.5                                 NoDefault or Conflicts.  The executionand delivery of this Agreement and the Related Documents by the Sellers and theperformance by them of their respective obligations hereunder and thereunder(a) does not and will not result in any violation of, or breach or defaultunder the Certificate of Incorporation or bylaws (or equivalent organizationaldocuments) of ASC, SKI or any Company or any of their respective Subsidiaries(subject to receipt of approval of the shareholders of ASC, which has not yetbeen obtained); (b) assuming compliance with the matters referred to in Section3.6, does not and will not violate nor result in a breach or default under anyexisting applicable Law material to the business of any Company or any of theirrespective Subsidiaries or any Judgment of any Governmental Agency havingjurisdiction over any of the Sellers or any Company or any of their respectiveSubsidiaries or their or any of their respective Subsidiaries’ properties inany material respect; (c) does not and will not result in the imposition of anyLien upon any of the assets of ASC, SKI, any Company or any of their respectiveSubsidiaries; and (d) does not and will not conflict with, result in a breachof, constitute (with or without due notice or lapse of time or both) a defaultunder, result in the termination, cancellation or acceleration of obligationsunder, create in any party the right to terminate, modify or cancel anyContract to which ASC, SKI, any Company or any of their respective Subsidiariesis a party or by which ASC, SKI, any Company or any of their respectiveSubsidiaries is bound or to which any of their respective assets is subject, except,with respect to clause (c) (but only with respect to Liens upon any of theassets of ASC, SKI or their respective Subsidiaries (excluding the Companiesand their respective Subsidiaries)) and clause (d), for any such conflicts,breaches, defaults and other occurrences which, individually or in theaggregate, would not materially and adversely affect, impede or delay theSellers’ ability to consummate the transactions contemplated by this Agreementand the Related Documents (in accordance with the terms of this Agreement).

3.6                                 NoGovernmental Authorization or Consent Required.  Except as set forth on Section 3.6 ofthe Seller Disclosure Letter and except for compliance with any applicablerequirements of the HSR Act and the Federal Communications Commission (the “FCC”), no authorization or approval or otheraction by, and no notice to or filing with, any Governmental Agency will berequired to be obtained or made by any of ASC, SKI or any Company or any oftheir respective Subsidiaries in connection with the due execution and deliveryby ASC, SKI and the Companies of this Agreement and the consummation by suchPersons of the transactions contemplated hereby, other than suchauthorizations, approvals, notices or filings with any Governmental Agencythat, if not obtained or made, would not materially and adversely affect,

13

----

impede or delay the Sellers’ ability to consummate thetransactions contemplated by this Agreement and the Related Documents (inaccordance with the terms of this Agreement).

3.7                                 FinancialStatements.  The Financial Statementsand the Interim Financial Statements fairly present, in all material respects,the financial position of the Companies and their respective Subsidiaries, theresults of operations, stockholder’s equity and cash flows for the periodsindicated, all in conformity with GAAP applied on a consistent basis (except,in the case of the Interim Financial Statements, for the absence of footnotesand year end adjustments).  The FinancialStatements and the Interim Financial Statements have been accurately derivedfrom the books and records of the Companies and their respectiveSubsidiaries.  Neither the Companies norany of their respective Subsidiaries have any material indebtedness, obligationsor other liabilities of a kind required to be disclosed in its financialstatements under GAAP other than those (i) fully reflected in, reserved againstor otherwise described in the Base Balance Sheet; (ii) incurred in the ordinarycourse of business since the Base Balance Sheet Date (including work inprogress on capital expenditures which are contemplated by the capitalexpenditures program set forth on Section 3.7(b) of the SellerDisclosure Letter (the “Capital Program”)) or (iii) set forth on Section3.7(a) of the Seller Disclosure Letter.

3.8                                 Powersof Attorney.  Except as set forth on Section3.8 of the Seller Disclosure Letter, neither the Companies nor any of theirrespective Subsidiaries have any material outstanding revocable or irrevocablepowers of attorney or similar authorizations issued to any individual who isnot one of the Company’s employees or officers.

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

3.10                           Compliancewith Laws.  As of the date hereof,except as set forth in Section 3.10(i) of the Seller Disclosure Letter,no investigation or material review by any Governmental Agency with respect toany Company or any of their respective Subsidiaries or their properties orassets is pending or, to the Knowledge of the Companies, threatened.  Except as set forth in Section 3.10(ii)of the Seller Disclosure Letter, neither ASC, SKI, any Company nor any of theirrespective Subsidiaries, has received any notice or communication of anynoncompliance by any Company or any of their respective Subsidiaries in anymaterial respect with any applicable Laws or Approvals, including withoutlimitation any applicable Laws with respect to the Laws and standards of anyTramway Authorities, that has not been cured as of the date hereof.  Except as set forth on Section 3.10(iii)of the Seller Disclosure Letter, any of the Companies and their respectiveSubsidiaries is currently conducting, and has at all times since December 31,2003 conducted, their respective businesses in compliance in all materialrespects with all applicable Laws and Approvals.

14

----

3.11         Insurance.

(a)           Section 3.11(a)of the Seller Disclosure Letter sets forth as of the date hereof a descriptionof each insurance policy (the “Insurance Policies”) of each Company andits Subsidiaries.  Except as noted on Section3.11(a) of the Seller Disclosure Letter and as of the date hereof, (i) allInsurance Policies are in full force and effect and all premiums due andpayable thereunder have been paid in full and will not in any way be adverselyaffected by, or terminate or lapse by reason of, the transactions contemplatedby this Agreement, (ii) there are no pending claims in excess of $50,000 underany Insurance Policy as to which the respective insurers have denied coverage,(iii) since July 30, 2003, each Company and its Subsidiaries have been fullyinsured for worker’s compensation claims and (iv) none of the Companies nor anyof their Subsidiaries is in material breach or default under any of theInsurance Policies, and no event has occurred which, with notice or lapse oftime, would constitute such a material breach or default, or permittermination, modification or acceleration, under any of the InsurancePolicies.  None of the Sellers nor anySubsidiary of any Company has received any notice from any insurance company ofsuch insurance company’s intention not to renew any such Insurance Policyapplicable to any Company or materially increase the premiums thereunder beyondsuch premiums currently in effect, nor, to the Knowledge of the Companies, isany such cancellation, non-renewal or premium increase threatened.  The consummation of the transactionscontemplated by this Agreement will not constitute a default under the termsof, or result in the invalidation or termination of, any of the Insurance Policies.  All of the Insurance Policies are issued byfinancially sound and reputable insurers, and are in reasonable and customaryamounts in light of the Companies’ respective businesses.

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

3.12         Litigation.  Except as disclosed on Section 3.12 ofthe Seller Disclosure Letter, there is no Litigation pending or, to theKnowledge of the Companies, threatened against any of the Sellers, the Companiesor their respective Subsidiaries or any of their respective properties orassets that, with respect to each such Litigation (a) in the case of theCompanies and their respective Subsidiaries (i) is not fully covered byinsurance or (ii) is covered by insurance and would reasonably be expected toresult in a liability to the Companies in excess of $50,000 individually or$150,000 in the aggregate for all such Litigation or (b) in the case of ASC orSKI, would reasonably be expected to result in a material and adverse effect onASC’s or SKI’s ability to consummate the transactions contemplated by thisAgreement.  Except as set forth on Section3.12 of the Seller Disclosure Letter, none of the Companies nor any oftheir respective Subsidiaries is subject to any material order, Judgment,injunction or decree of any Governmental Agency.

3.13         Approvals.  Except as set forth in Section 3.13(a)of the Seller Disclosure Letter, the Companies and their respectiveSubsidiaries have in full force and effect all material Approvals necessary forthe lawful operation of the business of the Companies and their respectiveSubsidiaries as presently conducted (including for this purpose any Approvals

15

----

necessary for anydevelopment or construction activity that has been commenced with respect toany Real Property, or otherwise to the extent required by applicable Law).  Since December 31, 2003, except as set forthon Section 3.13(b) of the Seller Disclosure Letter, the Companies andtheir respective Subsidiaries have been in substantial compliance with theterms of each Approval and have not received written notice of any materialdefault under any such Approval.  Exceptas set forth on Section 3.13(c) of the Seller Disclosure Letter, to theKnowledge of the Companies, no suspension or cancellation of any such Approvalis threatened and there is no basis for believing that any such Approval willnot be renewable upon expiration.  To theKnowledge of the Companies, Section 3.13(d) of the SellerDisclosure Letter sets forth a list of all material Approvals required for theoperation of the business of the Companies and their Subsidiaries as presentlyconducted or for the consummation of the transactions contemplated by thisAgreement.

3.14         Labor Matters.

(a)           Except as set forth on Section3.14(a) of the Seller Disclosure Letter, the Companies and their respectiveSubsidiaries are in compliance in all material respects with all Laws relatingto the employment of labor, including all such Laws relating to wages, hours,the WARN Act, collective bargaining, discrimination, civil rights, immigration,safety and health, workers’ compensation and the collection and payment ofwithholding and/or social security taxes and similar tax.

(b)           There are no strikes,work stoppages, lockouts, boycotts or material labor disputes pending or, tothe Knowledge of the Companies, threatened against or affecting the Companiesor their respective Subsidiaries, and there have been no such events or actionssince December 31, 2003.

(c)           Except as set forth on Section3.14(c) of the Seller Disclosure Letter, as of the date hereof, none of theSellers has received written notice of any pending or, to the Knowledge of theCompanies, threatened (i) proceedings under the National Labor Relations Act orbefore the National Labor Relations Board, the Equal Employment OpportunityCommission, the Department of Labor or any other Governmental Agencyresponsible for regulating employment practices, (ii) grievances orarbitrations, or (iii) organizational drives or unit clarification requests, ineach case against or affecting any Company or their respectiveSubsidiaries.  There are no collectivebargaining agreements or similar labor agreements that any Company or any ofits respective Subsidiaries is bound by, party to or in the process ofnegotiating.

3.15         Employee Benefit Plans.

(a)           Section 3.15(a)of the Seller Disclosure Letter contains a true and complete list of each “employeebenefit plan” (within the meaning of Section 3(3) of ERISA),

16

----

stock purchase, stockoption or other stock-related rights, severance, employment, change-in-control,fringe benefit, savings or thrift benefits, vacation benefits, cafeteria planbenefits, life, health, medical, or accident benefits (including any “voluntaryemployees’ beneficiary association” as defined in Section 501(c)(9) of the Codeproviding for the same or other benefits), employee assistance program,disability or sick leave benefits, worker’s compensation, supplementalunemployment benefits, insurance coverage (including any self-insuredarrangements), 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 employeebenefit or compensation plans, agreements, programs, practices, policies orother arrangements, whether or not subject to ERISA and whether written orunwritten (collectively referred to as “Plans”), under which anyemployee, former employee, consultant, former consultant, director or formerdirector of any Company has any present or future right to benefits or which isentered into, sponsored, maintained, contributed to or required to becontributed to, as the case may be, by any Company or any ERISA Affiliate or underwhich any Company or any ERISA Affiliate has any present or future liability(including, without limitation, contingent liability).  To the extent any Company sponsors,maintains, contributes to, is required to contribute to, or has any present orfuture liability (including, without limitation, contingent liability) withrespect to any such Plans, the same shall be collectively referred to as the “CompanyPlans.”

(b)           With respect to eachCompany Plan, the Buyer has been furnished access to a current and completecopy (or, to the extent no such copy exists, a description) thereof and allamendments thereto, and, to the extent applicable:  (i) any related trust agreement, annuitycontract, or other funding instrument; (ii) the most recent IRS determination letter,if applicable; (iii) any summary plan description or other written descriptionor interpretation thereof; (iv) for the three most recent plan years (a) theForm 5500 and attached schedules, (b) audited financial statements, (c)actuarial valuation reports and (d) attorneys’ responses to any auditor’srequest for information; (v) any correspondence and other materials submittedto or received from the IRS or Department of Labor in connection with anycorrection program with respect to the Company Plans; (vi) any correspondenceand other materials submitted to or received from any Multiemployer Plan or itstrustees with respect to its funding status or potential withdrawal liability;and (vii) all contracts and other service agreements with any third partyadministrators in connection with the Company Plans.

(c)           (i) Each Company Planhas been established, maintained, and administered in accordance with itsterms, and in material compliance with the applicable provisions of ERISA, theCode and other applicable Laws; (ii) each Company Plan which is intended to bequalified within the meaning of Section 401(a) of the Code (and each relatedtrust agreement, annuity contract, or other funding instrument) has received afavorable opinion letter from the IRS as to its qualification, and theCompanies have no Knowledge of any reason why any such opinion letter wouldreasonably be expected to be revoked or not be reissued; (iii) for each CompanyPlan that is a “welfare plan” within the meaning of Section 3(1) of ERISA,neither the Companies nor any of their ERISA Affiliates has or will have anyliability or obligation under any plan which provides medical, death or otherwelfare benefits with respect to

17

----

current or formeremployees of any Company beyond their termination of employment (other thancoverage mandated by Law) and no condition exists which would prevent anyCompany from amending or terminating any such welfare plan; (iv) no event hasoccurred with respect to any Company Plan that would subject any Company to anyTax, fine, lien, penalty or other liability imposed by ERISA, the Code or otherapplicable Laws; (v) no “prohibited transaction” (as such term is defined inSection 406 of ERISA and Section 4975 of the Code, other than any suchtransaction which is subject to an administrative or statutory exemption) hasoccurred with respect to any Company Plan; (vi) none of the Companies nor anyplan fiduciary of any Company Plan subject to ERISA has otherwise violated theprovisions of Part 4 of Title I, Subtitle B of ERISA; and (vii) each CompanyPlan which is a “group health plan” as defined in Section 607(1) of ERISA hasbeen operated in compliance with the provisions of Part 6 of Title I, SubtitleB of ERISA and Section 4980B of the Code, as well as with the provisions of anysimilar state law, at all times.

(d)           Neither the Companiesnor any of their ERISA Affiliates has ever (i) maintained, contributed to, orbeen obligated to contribute to any plan which is subject to Title IV of ERISAor the minimum funding requirements of Section 412 of the Code or (ii)contributed to, been obligated to contribute to, or incurred any liability to aMultiemployer Plan as defined in Section 3(37) of ERISA.  No liability under Title IV of ERISA has beenincurred by any Company or any ERISA Affiliate that has not been satisfied infull, and no condition exists that presents a material risk to the Companies orany of their ERISA Affiliates of incurring a liability under such Title.

(e)           Except as set forth on Section3.15(e) of the Seller Disclosure Letter, the consummation of thetransactions contemplated by this Agreement will not (either alone or togetherwith any other event) entitle any current or former employee, director orconsultant of any Company to severance pay or accelerate the time of payment orvesting of compensation or benefits under, increase the amount payable ortrigger any other material obligation pursuant to, any Company Plan.  Except as set forth on Section 3.15(e)of the Seller Disclosure Letter, there is no Company Plan covering any currentor former employee, director or consultant of any Company that, individually orcollectively, will give rise to the payment of any amount that would not bedeductible by such Company pursuant to Section 280G of the Code.

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

(g)           None of the CompanyPlans are “multiple employer welfare arrangements” within the meaning ofSection 3(40) of ERISA.  With respect toany of the Company Plans which are self-insured welfare benefit plans, noclaims have been made pursuant to any such plans that have not been paid (otherthan claims which have not yet been paid but are

18

----

in the normal course ofprocessing) and no individual has incurred injury, sickness or other medicalcondition with respect to which claims may be made pursuant to any such planswhere the liability could in the aggregate with respect to each such individualexceed $25,000 per year.

(h)           There is no default onbehalf of any Company with respect to any of the Plans and each of the Plans isin full force and effect, enforceable by the Companies in accordance with itsterms.  There is no Litigation pendingor, to the Knowledge of the Companies, threatened alleging any breach of theterms of any Company Plan or of any fiduciary duties thereunder or violation ofany applicable Law with respect to any Company Plan, nor to the Knowledge ofthe Companies, any arbitration, proceeding or investigation.  None of the Companies nor any ERISA Affiliatenor any of their respective directors, officers, employees or, to the Knowledgeof the Companies, 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 forany action or failure to act in connection with the administration orinvestment of any Company Plan.

(i)            Section 3.15(i)(1)of the Seller Disclosure Letter lists all of the full-time year-round employeesof each Company as of the date hereof, together with their respective salariesand date of hire; such list will be updated as of five Business Days prior tothe Closing Date and delivered to Buyer prior to the Closing Date.  Section 3.15(i)(2) of the SellerDisclosure Letter also identifies those employees of each Company who areparties to employment agreements, bonus agreements or other written agreementsrelating to compensation and identifies those agreements.

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

3.16         Real Property.

(a)           Section 3.16(a)(1)of the Seller Disclosure Letter is a complete and accurate list of all realproperty owned by any Company or any of its Subsidiaries as of the date hereofand which is to be acquired and owned by any Company or any of its Subsidiarieson or prior to the Closing Date (the “Owned Real Property”).  Section 3.16(a)(2) of the SellerDisclosure Letter is a complete and accurate list of all leases, subleases,licenses, permits and other agreements, documents or instruments (including,without limitation, easement agreements) and all amendments, modificationsand/or supplements thereto (collectively, the “Real Property Leases”)under which any Company or any of its Subsidiaries lease, sublease, license,use or occupy any real property (the land, buildings and other improvementscovered by the Real Property Leases being herein called the “Leased RealProperty” and together with the Owned Real Property, the “Real Property”).  The Companies have made available to theBuyer,

19

----

prior to the date hereof,copies of the Real Property Leases, all of which are true, complete and correctin all material respects.  Except as setforth in Section 3.16(a)(3) of the Seller Disclosure Letter, each RealProperty Lease is in full force and effect as to the applicable Company or itsapplicable Subsidiary and, to the Knowledge of the Companies, as to the otherparties thereto.  Except as set forth in Section3.16(a)(4) of the Seller Disclosure Letter, neither the applicable Companynor its applicable Subsidiary nor, to the Knowledge of the Companies, any otherparty to such Real Property Lease is in breach in any material respect thereofor default in any material respect thereunder. The Real Property is all of the material real property that is necessaryfor the operation of the business of the Companies and their respectiveSubsidiaries as presently conducted. Except as set forth in Section 3.16(a)(4) of the SellerDisclosure Letter, neither the Companies nor any of their respectiveSubsidiaries have received notice that any party to any Real Property Leaseintends, or has threatened, to terminate or revoke all or any rights granted infavor of any Company or its applicable Subsidiary thereunder.

(b)           The Companies own feetitle to the Owned Real Property and good and valid non-subordinatedleasehold interests in the Leased Real Property, subject only to PermittedExceptions and Liens to be released on or before the Closing Date including asprovided in Section 7.5.  The foregoingrepresentation (a) shall not be construed in any event to relate to the feeinterest in any Leased Real Property and (b) shall be deemed deleted withrespect to any matter covered by a title insurance policy obtained for thebenefit of Buyer.

(c)           Except as set forth on Section3.16(c) of the Seller Disclosure Letter, there are no outstanding optionsor rights of first refusal to purchase or lease the Real Property or anyportion thereof or interest therein, other than rights running in favor of anyCompany and its Subsidiaries, and the Real Property is free from agreementscreating any obligation on the part of any Person to sell, lease or grant athird party option to sell or lease.

(d)           Except as set forth in Section3.16(d) of the Seller Disclosure Letter, none of the Sellers has receivednotice of and there is no pending or, to the Knowledge of the Companies,threatened or contemplated condemnation proceeding affecting the Real Propertyor any part thereof, nor any sale or other disposition of the Real Property orany part thereof in lieu of condemnation.

(e)           All chairlifts,gondolas, buildings and other improvements, access roads and ski-runs used inconnection with either Resort and the conduct of the business of each Companyand its Subsidiaries as presently conducted are located either on (i) the OwnedReal Property, and/or (ii) the Leased Real Property pursuant to valid Real PropertyLeases (including valid easement agreements in favor of the applicable Companyand its Subsidiaries) which allow and provide for the existence, operation, andmaintenance of the chairlifts, gondolas, buildings, improvements, roads and/orski-runs, as applicable.

20

----

(f)            Section 3.16(f)(i)of the Seller Disclosure Letter lists all of the Real Property Leases and otherContracts, including any amendments, modifications and/or supplements thereto,pursuant to which any Person has the right to use, occupy and/or possess all orany portion of the Real Property (the “Third Party Real Property Leases”);provided, however, that Section 3.16(f)(i) of the SellerDisclosure Letter need not include any bookings at hotels or conferencefacilities within either Resort in the ordinary course of business.  Except as set forth on Section 3.16(f)(ii)of the Seller Disclosure Letter, (i) there are no material real property Leasesaffecting the Real Property or any portion thereof, (ii) there are no materialsecurity deposits under any real property Leases affecting the Real Property orany portion thereof and (iii) no material tenant or other occupant is currentlyentitled to any material rent concessions, rent abatements or rent credits andno material rent concessions or rent abatements permitted under any realproperty Leases are currently claimed by any material tenant(s) or occupant(s)as a result of a default by any Company, its Subsidiaries or otherwise.  Copies of all such Third Party Real PropertyLeases (including any amendments, modifications and/or supplements) which aretrue, complete and correct in all material respects, have previously been madeavailable to Buyer prior to the date hereof. Except as set forth in Section 3.16(f) of the Seller DisclosureLetter, each third Party Real Property Lease is in full force and effect andnone of the Companies nor any of their Subsidiaries nor, to the Knowledge ofthe Companies, any other party to such Third Party Real Property Lease is inbreach in any material respect thereof or default in any material respectthereunder.

(g)           Except as set forth on Section3.16(g) of the Seller Disclosure Letter, none of the Sellers or theCompanies nor any of their respective Subsidiaries has received written noticeof, and the Companies have no Knowledge of, (i) any violations of any covenantsor restrictions affecting any Real Property including any covenants, conditionsor restrictions of or issued by any applicable condominium or home ownersassociation, or (ii) any violations of any zoning codes or ordinances or otherLaws of any Governmental Agency applicable to such Real Property.

(h)           None of the RealProperty is subject to regulation by the United States Forest Service.

(i)            At Closing, other thanwith respect to the capital program described in Section 3.7(b) of theSeller Disclosure Letter, there will be no outstanding construction contractsmade by the Sellers or any Company or its Subsidiaries for the construction,development or repair of any improvements located at any of the Real Propertywhich have not been fully paid for, or provision for the payment of which hasnot been made by such Seller, Company or Subsidiary, and such Seller, Companyor Subsidiary shall discharge and have released of record or bonded allmechanic’s, builder’s or materialman’s liens, if any, arising from any labor ormaterials furnished to the Real Property prior to the Closing to the extent anysuch lien is not bonded over pursuant to applicable Laws or insured over undera valid title insurance policy insuring the applicable Company and itsSubsidiaries or the Buyer on the Closing Date.

21

----

(Nothing contained hereinshall be deemed to modify the Buyer’s reimbursement obligations under Section2.1 hereof.)

(j)            None of the Sellers orthe Companies or their Subsidiaries has received written notice from anyinsurance carrier of defects or inadequacies in the Real Property which, ifuncorrected, would result in a termination of insurance coverage or a materialincrease in the premiums charged therefore.

3.17         Tax Matters.

(a)           All material TaxReturns required to be filed by or with respect to any Company and/or itsSubsidiaries on or before the date hereof have been properly prepared andtimely filed.  All such Tax Returns werecorrect and complete in all material respects. All material Tax Returns required to be filed by or with respect to anyCompany and/or its Subsidiaries after the date hereof and on or before theClosing Date shall be properly prepared and timely filed, in a mannerconsistent with prior years (except where any inconsistency is required byapplicable laws and regulations) and applicable laws and regulations.  All material Taxes due and payable by anyCompany and its Subsidiaries (whether or not shown on a Tax return) have beenpaid.  All material Taxes that anyCompany or its Subsidiaries is or was required by Law to withhold or collecthave been duly withheld or collected and, to the extent required, have beenpaid to the proper Tax authority, and have been properly reported as requiredunder applicable information reporting requirements.  With respect to any Taxes of any Companyand/or its Subsidiaries not yet due and payable, adequate reserves and accrualsin all material respects for such Taxes have been made in the FinancialStatements or in the Interim Financial Statements.  None of the Companies or its Subsidiaries iscurrently the beneficiary of any extension of time within which to file any TaxReturn.  No claim has been made by aGovernmental Agency in a jurisdiction where any Company or its Subsidiaries donot file Tax Returns that any such corporation is or may be subject to taxationby that jurisdiction.

(b)           None of the Companiesnor their Subsidiaries has waived any statute of limitations in respect of anyTaxes or agreed to any extension of time with respect to a material assessmentor Tax deficiency.

(c)           With respect to allmaterial federal, state and local Tax Returns of each Company and/or itsSubsidiaries, (i) no audit is in progress and no extension of time (other thanautomatic extensions of time) is in force with respect to any date on which anyTax Return was or is to be filed and no waiver or agreement is in force for theextension of time for the assessment or payment of any Tax; and (ii) there isno unassessed deficiency as to which any Company has received written notice oras to which the Companies have Knowledge based upon personal contact with anyagent of a taxing authority against any Company.

22

----

(d)           Except as set forth on Section3.17(d) of the Disclosure Letter, each Company and/or its Subsidiaries havenot agreed to and, to the Knowledge of the Companies, each Company and/or itsSubsidiaries are not required to make any adjustments pursuant to Section481(a) of the Code by reason of a change in accounting method or otherwise forany Tax period for which the applicable federal statute of limitations has notyet expired.

(e)           There are no materialLiens for Taxes upon the assets or properties of any Company, except forstatutory Liens for current Taxes not yet due and except for Taxes, if any, asare being contested in good faith.  Noneof the Sellers or any Company or its Subsidiaries has received any writtennotice for an audit or delinquency of any Taxes with respect to any portion of theReal Property which has not been resolved or completed.  None of the Sellers or any Company or itsSubsidiaries is currently contesting any Taxes with respect to any portion ofthe Real Property except as disclosed in Section 3.17(e) of the SellerDisclosure Letter.

(f)            None of the Companiesnor any of their Subsidiaries is a party to any agreement providing for theallocation or sharing of Taxes.

(g)           There are no specialassessments or charges which have been levied, and with respect to which anyCompany has received written notice, against the Real Property that are notreflected on the tax bills issued with respect thereto.

(h)           None of the Companiesnor any of their Subsidiaries (i) has entered into any “reportable transaction”within the meaning of Treasury Regulations Section 1.6011-4(b) that must bedisclosed pursuant to Section 6011 of the Code and the Regulations promulgatedthereunder, (ii) is a party to any closing agreement as defined in Section 7121of the Code or any similar provision of state, local, or foreign Law or (iii)has requested any private ruling from any Tax authority.

3.18         Contracts andCommitments.  Except as set forth in Section3.18 of the Seller Disclosure Letter, none of the Companies nor any oftheir Subsidiaries is a party to:

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

(b)           any agreement pursuantto which the applicable Company or its Subsidiaries would be required to payseverance to any director, officer, employee or consultant;

23

----

(c)           any material agreementwith another person or entity limiting or restricting the ability of theapplicable Company or its Subsidiaries to enter into or engage in any market orline of business or restricting the ability of any Company or its Subsidiariesto enter into or engage in any market or line of business or restricts orlimits the ability of any Company or its Subsidiaries to own, operate, sell,transfer, pledge, or otherwise dispose of or encumber any of its assets orproperties;

(d)           any material brokerageagreements;

(e)           any agreements for thesale of any of the assets of the applicable Company or its Subsidiaries otherthan in the ordinary course of business or for the grant to any person orentity of any preferential rights to purchase any of its assets;

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

(g)           any material agreementsrelating to the incurrence, assumption, surety or guarantee of any indebtednessother than ASC-Level Financings;

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

(i)            any materialagreements under which the applicable Company or its Subsidiaries has madeadvances or loans to any entity or individual (which shall not include advancesmade to an employee of the applicable Company in the ordinary course ofbusiness consistent with past practice);

### (j)            anyagreement for the supply of materials or services to a Company or itsSubsidiaries (i) pursuant to which payments in excess of $50,000 in theaggregate were made by such Company or its Subsidiaries during the prior twelve(12) months, or (ii) that is otherwise necessary for the continued operation ofthe business which is conducted prior to the Closing Date, except, in eithercase, for purchases of retail inventory, insurance, or items subject to capitalleases;

24

----

### (k)           anyagreement for the lease of personal property to or from any Person providingfor lease payments in excess of $50,000 per year;

### (l)            anyagreement relating to capital expenditures providing for payments in excess of$50,000 not cancelable without penalty or further payment or without more than30 days notice;

### (m)          anyagreement relating to the grant or receipt of any license or royalty feesproviding for payments in excess of $50,000 to or from any Person;

### (n)           anyagreement with ASC or any of its Affiliates that will not be terminated priorto the Closing;

### (o)           anysole source or exclusive supplier agreement; or

(p)           except for agreementsdescribed in Section 3.18(a), any other agreement (or group of relatedagreements) the performance of which presently requires aggregate payments bemade to or from any Company or any of its Subsidiaries in excess of $50,000 peryear or requires performance by any Company and its Subsidiaries of anyobligation for a period of time extending more than one (1) year from the dateof this Agreement.

Each of the contracts towhich any Company or any of its Subsidiaries is a party and which is requiredto be set forth on Section 3.18 of the Seller Disclosure Letter (the “MaterialContracts”), a true and complete copy of each of which has been deliveredor made available to the Buyer prior to the date hereof is in full force andeffect and is the legal, valid and binding obligation of the applicableCompany, enforceable against it in accordance with its terms, subject toapplicable bankruptcy, insolvency, reorganization, moratorium and similar lawsaffecting creditors’ rights and remedies generally and subject, as toenforceability, to general principles of equity (regardless of whetherenforcement is sought in a proceeding at law or in equity).  With respect to each Material Contract,neither the applicable Company nor its Subsidiaries nor, to the Knowledge ofthe Companies, any other party, is in material breach of violation of, ordefault under, any such Material Contract, and no event has occurred, ispending or, to the Knowledge of the Companies, is threatened, which, after thegiving of notice, with lapse of time, or otherwise, would constitute a materialbreach or default by the applicable Company or its Subsidiaries or, to theKnowledge of the Companies, any other party under such Material Contract.  With respect to each Material Contract, noCompany or any of its Subsidiaries party thereto, and to the Knowledge of theCompanies, no other party thereto, has repudiated any material provision ofsuch contract.

3.19         Environmental Matters.  Except as otherwise set forth on Section3.19 of the Seller Disclosure Letter:

25

----

### (a)           Therehas not been, and is not now present, any Contamination at any Real Propertycurrently owned, leased or operated by any Company or its Subsidiaries, or anyof them (including, without limitation, in improvements, soils, groundwater,surface water in, at, on, from or under such properties), and, to the Knowledgeof the Companies, none of the Real Property is identified on any current list,schedule, log, inventory or record, however defined, of contaminated property(including, without limitation, the National Priorities List or other list withrespect to sites from which there is or has been a Release of a HazardousSubstance, established and/or maintained or any Governmental Agency havingjurisdiction over the Real Property and any Hazardous Substances including,without limitation, by the United States Environmental Protection Agency or theState of Maine;

### (b)           Therewas no Contamination at property formerly owned, leased or operated by anyCompany or its Subsidiaries, or any of them, during or, to the Knowledge of theCompanies, prior to the period of ownership or operation by the Companies andtheir subsidiaries (including, without limitation in improvements, soils,groundwater, surface water in, at on, from or under such properties), and, tothe Knowledge of the Companies, none of such property is identified on anycurrent list, schedule, log, inventory or record, however defined, ofcontaminated property (including without limitation, the National PrioritiesList or other list with respect to sites from which there is or has been aRelease of a Hazardous Substance), established and/or maintained or anyGovernmental Agency having jurisdiction over the property and any HazardousSubstances including without limitation, by the United States EnvironmentalProtection Agency or the State of Maine;

### (c)           Noneof the Companies or any of their Subsidiaries, or any of them, nor, to theKnowledge of the Companies, any current or former tenant of any Real Propertyis subject to any orders, decrees, injunctions or other arrangements with anyGovernmental Agency or is subject to any indemnity or other agreement with anythird party relating to liability or other obligation under any EnvironmentalLaw or relating to Hazardous Substances that obligates or may obligate any ofthe Companies or its Subsidiaries, or any of them, to pay money;

### (d)           Theownership and/or operation by each Company and its Subsidiaries of its businessis currently and, at all times during such Company’s and its Subsidiaries’ownership or operation, in strict compliance with all Environmental Laws;

### (e)           Duringownership and/or operation of the Real Property by the Companies and theirSubsidiaries and, to the Knowledge of the Companies, at all other times,Hazardous Substances have not been managed, manufactured, produced or generatedby, Released, treated or stored in, on, at, under or transported to or from,the Real Property in violation of any Environmental Laws;

### (f)            Tothe Knowledge of the Companies, there has been no Release(s) and there existsno Environmental Condition(s) at, on, under or from any of the Real Property;

### (g)           Thereare no actual, pending, or, to the Knowledge of the Companies, threatenedEnvironmental Claims including, without limitation, investigations by anyGovernmental Agency, against or concerning any Company or its Subsidiaries orany of their

26

----

### properties, assets or business, or any of them, which, if adverselydecided, singly or in the aggregate, would reasonably be expected to have aMaterial Adverse Effect on the business use currently conducted or otherwiseresult in an Environmental Liability;

### (h)           Thereexists no material Lien affecting the business, properties or assets of anyCompany or its Subsidiaries arising under Environmental Laws; and

### (i)            TheSellers have made available to the Buyer complete and legible copies of allenvironmental assessments, reports, audits, communications to/from GovernmentalAgencies and other documents in their possession or under their control thatrelate to (i) any and all Real Property that each of the Companies and theirSubsidiaries currently own, operate, or lease or (ii) compliance withEnvironmental Laws by the Companies and their Subsidiaries or any tenant at anyand all Real Property.  To the Knowledgeof the Companies, all information furnished to the Buyer concerning the EnvironmentalCondition of any property, prior uses of any property, and/or the operations ofthe Companies and their Subsidiaries related to compliance with EnvironmentalLaws is accurate and complete in all material respects, and there has been nomaterial change in the Environmental Condition of any property of the Companiesor their Subsidiaries and no violation of any Environmental Laws by any Companyor its Subsidiaries since the most recent Phase I environmental siteassessment.

3.20         Intellectual Property.

(a)           Section 3.20(a)of the Seller Disclosure Letter sets forth a true, correct, and complete listof all U.S. and foreign (i) issued Patents and Patent applications, (ii)Trademark registrations and applications, (iii) copyright registrations andapplications, (iv) domain names and URLS and (v) Software, in each case whichis owned, licensed or used by any Company or any of its Subsidiaries, and allmaterial licenses, permissions, permits and other rights relating toIntellectual Property running to or from the Companies and their subsidiaries.  The applicable Company or its Subsidiaries,as set forth on Section 3.20(a) of the Seller Disclosure Letter, is thesole and exclusive beneficial and record owner of (or otherwise has the rightsdescribed therein to) each of the Intellectual Property items set forth on Section3.20(a) of the Seller Disclosure Letter, and to the Knowledge of theCompanies all such Intellectual Property is subsisting, valid andenforceable.  There are no actions thatmust be taken within 90 days from the date of this Agreement, including thepayment of fees or the filing of documents, for the purposes of obtaining,maintaining, perfecting or renewing any rights in such registered or appliedfor Intellectual Property.

(b)           Except as set forth on Section3.20(b) of the Seller Disclosure Letter:

(i)            each of the Companiesowns, or has valid right to use, free and clear of all Liens, all IntellectualProperty used or held for use in, or necessary to conduct, such Company’sbusiness (including (as of the Closing Date) the CORIS and WRMS softwaresystems as and to the extent provided in the CORIS and WRMS License

27

----

Agreements); provided, however, thatthis Section 3.20(b)(i) shall not constitute a noninfringement representation(which noninfringement representation is the subject of Section 3.20(b)(ii)below);

(ii)           the conduct of eachCompany’s business (including the products and services of such Company) ascurrently conducted does not infringe, misappropriate or otherwise violate anyPerson’s Intellectual Property rights, and there has been no such claimasserted or threatened in the past three years against such Company or, to theKnowledge of the Companies, any other Person;

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

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

(v)           each Company has at alltimes complied in all material respects with all applicable Laws, as well asits own rules, policies, and procedures relating to privacy, data protection,and the collection and use of personal information collected, used or held foruse by such Company in the conduct of such Company’s business.  No claims have been asserted or, to theKnowledge of the Companies, threatened against any Company alleging a violationof any Person’s privacy or personal information or data rights and theconsummation of the transactions contemplated hereby will not breach orotherwise cause any violation of any Law, policy or procedure related toprivacy, data protection or the collection and use of personal informationcollected, used or held for use by any Company in the conduct of any Company’sbusiness.  Each Company takes reasonablemeasures to ensure that such information is protected against unauthorizedaccess, use, modification or other misuse.

3.21         Related Persons.  Except as set forth on Section 3.21(a)of the Seller Disclosure Letter, as of the date hereof, and as immediatelyafter the Closing, none of the assets, including Intellectual Property, used inthe business of any Company and its Subsidiaries is or will be owned, or leasedfrom a third party, by ASC, SKI or any of their respective Affiliates (otherthan such Company and its Subsidiaries). Section 3.21(b) of the Seller Disclosure Letter sets forth a trueand complete list of all material Contracts to which any Company or any of itsSubsidiaries,

28

----

on the one hand, and ASC,SKI or any of their respective Subsidiaries (other than any Company and their Subsidiaries),on the other hand, are party to.

3.22         Condition of and Titleto Assets.

(a)           Section 3.22(a) of theSeller Disclosure Letter contains a listing (as of May 1, 2007) of the tangibleassets owned by the Companies or their respective Subsidiaries having a bookvalue in excess of $25,000 (excluding real property, buildings, fixtures andinventories).  Such assets are located onthe Real Property, are not in the possession of any party other than a Companyor its Subsidiaries, and are owned by one of the Companies or their respectiveSubsidiaries free and clear of all Liens. Such assets are in the aggregate in sufficiently good operatingcondition (except for ordinary wear and tear) to allow the Companies and theirSubsidiaries to operate their business as currently conducted, except where thefailure to be in such condition or repair would not be reasonably likely tohave a Material Adverse Effect on the applicable Resort.

(b)           The accounts receivableof the Companies reflected on the Base Balance Sheet (as well as those arisingthereafter and prior to the Closing Date) are (or will be) valid and genuine,arising from bona fide transactions in the ordinary course of the Companies’(and their respective Subsidiaries’) business.

(c)           The inventory held bythe Companies and their Subsidiaries is of customary quality, is merchantableand fit for the purpose for which it was procured, is owned by the Companiesand their Subsidiaries, will be (as of the Closing Date) free and clear of allLiens, and is accurately reflected in the Interim Financial Statements.

(d)           Section 3.22(d) of theSeller Disclosure Letter contains a complete and accurate listing of the bankaccounts and investment assets of the Companies and their Subsidiaries.

(e)           Section 3.22(e) of theSeller Disclosure Letter contains a complete and accurate listing of eachvendor with whom, during the current fiscal year, the Companies and theirSubsidiaries expended more than $50,000, excluding retail inventory, capitalleases and insurance.

(f)            Except as set forth inSection 3.22(f) of the Seller Disclosure Letter, neither Company nor anyof its Subsidiaries has made or is subject to any commitment to grant to anyGovernmental Agency in the future any easement or other right in respect of anyof the Real Property.

29

----

(g)           Except as set forth in Section3.22(g) of the Seller Disclosure Letter, neither ASC nor any of itsAffiliates has issued any guarantee with respect to the indebtedness of anyCompany or its Subsidiaries.

(h)           Section 3.22(h) of theSeller Disclosure Letter contains (i) a complete listing of all outstandinglifetime ski passes and (ii) a summary of the dollar amount of gift cardsuseable at either Resort.

3.23         Absence of CertainChanges.  Since the Base BalanceSheet Date, each Company and its Subsidiaries have conducted their respectivebusinesses in the ordinary course consistent with past practice. There has notbeen, with respect to any Company or any of its Subsidiaries, (i) any actiontaken since the Base Balance Sheet Date that, if taken during the period fromthe date of this Agreement through the Closing, would constitute a breach ofSection 9.4, or (ii) since the Base Balance Sheet Date, any event, occurrence,development or state of circumstances or facts that has had or reasonably couldbe expected to have a Material Adverse Effect on either Resort.

3.24         Water Rights.  Except as set forth in Section 3.24 ofthe Seller Disclosure Letter, each Company and its Subsidiaries has all waterrights, riparian rights, appropriative rights, water allocations, water stock,water disbursal rights, water discharge rights and water collection rightsnecessary for the collection, discharge and disbursal of water and for thecontinued snowmaking, irrigation and operation of its business in accordancewith its historical practices.

3.25         No Clubs.  Except as set forth in Section 3.25 ofthe Seller Disclosure Letter, there are no clubs owned or operated by theCompanies or their Subsidiaries in connection with their business, including,without limitation, golf and health and fitness facilities (each, a “Club”and collectively, the “Clubs”). Neither the Sellers, the Companies or their Subsidiaries, theirAffiliates, nor the officers, employees or agents thereof, have made anyrepresentations, statements, promises, or agreements (either orally or inwriting) to any person or entity, including without limitation, home buildersand prospective home buyers, regarding any of the following: (a) the right tomembership in a Club or the intent to operate a Club as a private orsemi-private country club, (b) the right to play golf at a Club or ski or makeany other use of either Resort, except in the ordinary course of business, onthe same terms and conditions as offered to the public, (c) the right toparticipate in the operation, management, or maintenance of either Resort orany of the properties or assets thereof, and (d) the manner in which any Clubis to be operated, managed, maintained or improved.

3.26         Books and Records.  The books and records of the Companies andtheir Subsidiaries (including all customer lists, manuals, drawings, imprints,engineering and design information, service and parts records, warrantyrecords, maintenance and repair records relating to the Companies and theirSubsidiaries, their business and any of their properties and assets) arecomplete and correct in all material respects and fairly reflect thetransactions, dispositions, assets and liabilities of each of them.  The Sellers will deliver to the Buyer anysuch books and

30

----

records in the possessionof the Sellers, the Companies or their Subsidiaries (including any electronicrecords and data) prior to the Closing Date (subject to reimbursement forSeller’s out of pocket costs).  EachCompany and its Subsidiaries maintains a system of internal accounting controlssufficient to provide reasonable assurances that (a) transactions are executedin accordance with management’s general or specific authorizations, (b)transactions are recorded as necessary to permit preparation of financialstatements in accordance with GAAP and to maintain asset accountability, (c)access to assets is permitted only in accordance with management’s general orspecific authorization and (d) the recorded accountability for assets iscompared with the existing assets at reasonable intervals and appropriateaction is taken with respect to any differences.  Each Company and its Subsidiaries hasmaintained all books and records required to be maintained by applicable Lawwith respect to the operation of its business and the maintenance of itsproperties and assets.

**ARTICLEIV**

**REPRESENTATIONSANDWARRANTIES OF THE BUYER**

The Buyerrepresents and warrants to ASC as follows:

4.1           Organization of theBuyer.  Buyer is a corporation dulyorganized, validly existing and in good standing under the laws of the State ofMichigan, and has all requisite power and authority to own, operate and leaseits properties and to carry on its business as presently owned or conducted.

4.2           Power and Authority.  Buyer has the requisite corporate authorityand power to execute and deliver this Agreement and the Related Documents andto perform the transactions contemplated hereby.  All corporate and stockholder action on thepart of the Buyer necessary to approve or to authorize the execution anddelivery of this Agreement and the Related Documents and the performance by theBuyer of the transactions contemplated hereby and thereby has been dulytaken.  This Agreement has been dulyexecuted and delivered by the Buyer and constitutes the legal, valid andbinding obligation of the Buyer, enforceable against the Buyer in accordancewith its terms, except to the extent that the enforceability thereof may belimited by the Enforceability Exceptions.

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

(a)           conflict with or resultin a breach of any provision of the certificate of incorporation or bylaws ofBuyer;

31

----

(b)           violate any existingapplicable Law by which Buyer or any of its properties is bound, whichviolation would reasonably be expected to have a material adverse effect on theability of Buyer to purchase the Stock or pay the Purchase Price, in each caseon 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, ordeclaration, filing or registration with, any Person other than any suchconsent, approval, authorization, order, action, notice, declaration, filing orregistration the absence of which would not reasonably be expected to have amaterial adverse effect on the ability of Buyer to purchase the Stock or paythe Purchase Price, in each case on the terms and subject to the conditions setforth herein; or

(d)           conflict with or resultin a breach of any of the terms or provisions of, or constitute a default underany Material Contract other than such of the foregoing matters which would notreasonably be expected to have a material adverse effect on the ability ofBuyer to purchase the Stock or pay the Purchase Price, in each case on theterms and subject to the conditions set forth herein.

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

4.5           Litigation.  There is no Litigation pending or, to theknowledge of Buyer, threatened against Buyer or any of its properties or assetswhich seeks to restrain, enjoin or prevent the consummation of this Agreementor any of the transactions contemplated hereby.

4.6           Brokers.  No broker, finder or similar intermediary hasacted for or on behalf of Buyer or its Affiliates in connection with thisAgreement or the transactions contemplated hereby, and no broker, finder, agentor similar intermediary is entitled to any broker’s, finder’s or similar fee orother commission in connection therewith based on any agreement, arrangement orunderstanding with Buyer or its Affiliates or any action taken by Buyer or itsAffiliates.

4.7           Availability ofFunds.  Buyer has cash available orexisting borrowing facilities or binding funding commitments, true and completecopies of which have been provided to the Sellers, in each case that aresufficient to enable it to consummate the transactions contemplated by thisAgreement and the Related Documents.

4.8           No Divestitures.  To the knowledge of Buyer, none of thebusinesses or operations of Buyer or any of its Subsidiaries or use or ownershipof assets or interests in connection with such businesses or operations wouldreasonably be expected, in connection with and in anticipation of theconsummation of the transactions contemplated hereby, to result in Buyer beingrequired to divest itself or hold or operate separately any of its assets orresult in any other materially burdensome condition to Buyer or any Company

32

----

**ARTICLEV**

**EMPLOYEESAND EMPLOYEE-RELATED MATTERS**

5.1           Employment Matters.  Except to the extent otherwise agreed inwriting by the parties, the Buyer agrees to cause each Company to offeremployment to the employees of such Company and its Subsidiaries as of theClosing Date (the “Employees”) and that, through the day that is 180days following the Closing Date, the compensation paid and benefits (to theextent described on Section 5.1 of the Seller Disclosure Letter)provided to the Employees, in the aggregate, will be at least comparable to theaggregate compensation and benefits under such Company’s compensation benefitplans immediately prior to the Closing Date.

5.2           Benefit Plans.

(a)           For all purposes of anyemployee welfare benefit plans in which Employees participate after the ClosingDate, the Buyer shall credit Employees for prior service with the Sellers andtheir Affiliates to the extent permitted under the applicable Plan.  The Buyer shall allow Employees with vacationearned but unused as of the Closing Date to use such vacation in accordancewith the Buyer’s policy as in effect on the date hereof with respect to Buyer’semployees generally.  The Buyer shall (i)credit deductible payments and coinsurance payments made in the plan year inwhich the Closing Date occurs (the “Current Plan Year”) by Employeesunder the applicable Company’s group health plans on or prior to the ClosingDate towards deductibles and other out-of-pocket costs incurred by Employees inthe Current Plan Year in connection with any group health plan in whichEmployees participate after the Closing Date; (ii) waive all pre-existingcondition clauses applicable to any group health plan in which Employeesparticipate after the Closing Date to the extent permitted under the applicablePlan; and (iii) waive eligibility waiting periods for Employees in connectionwith any group health plan in which Employees participate after the ClosingDate to the extent permitted under the applicable Plan.  For purposes of the preceding sentence, “grouphealth plan” shall have the meaning prescribed in Section 5000(b)(1) of theCode.

(b)           Effective as of theClosing Date or as soon thereafter as reasonably practicable, the Buyer shallcause each Company to become a participating employer in the Buyer’s 401(k)Retirement Plan (the “401(k) Plan”) and shall cause each Employee to begiven credit for his or her prior service as reflected in the records of theCompanies for all purposes under the 401(k) Plan.

(c)           No provision in thisArticle V shall be construed to prevent the termination of employment of anyEmployee or the amendment or termination of any particular Company Plan to theextent not prohibited by its terms as in effect immediately prior to the datehereof.

33

----

**ARTICLEVI**

**CLOSING**

6.1           Closing Date.  Subject to the satisfaction or waiver of theconditions set forth in Articles VII and VIII hereof, the Closing, unless theparties otherwise agree, shall be held at 10:00 a.m. on the second Business Dayafter the last to be fulfilled or waived of such conditions (other than thoseconditions that by their nature are to be satisfied at the Closing, but subjectto the fulfillment or waiver of such conditions) is satisfied or waived, at theoffices of Pierce Atwood LLP, Portland, Maine, or at such other place as theparties hereto otherwise agree.

**ARTICLEVII**

**CONDITIONSTO OBLIGATIONS OFTHE BUYER TO CONSUMMATE THE TRANSACTION**

The obligations ofthe Buyer to be performed at the Closing shall be subject to the satisfactionor Buyer’s waiver, at or prior to the Closing, of the following conditions:

7.1           Representations andWarranties; Compliance with Covenants. The representations and warranties of the Sellers contained herein shallbe true and correct (without giving effect to any limitation as to “materiality”or “Material Adverse Effect” or similar terms set forth therein) both as of thedate of this Agreement and on and as of the Closing Date with the same forceand effect as though made on and as of the Closing Date (except for thoserepresentations and warranties that are expressly limited by their terms todates or times other than the Closing Date, which representations and warrantiesneed only be true and correct as of such other date or time), except where thefailure to be so true and correct individually or in the aggregate with allother such failures, does not have and would not reasonably be expected to havea Material Adverse Effect on either Resort. The Sellers shall have performed and complied in all material respectswith all covenants and agreements required hereby to be performed or compliedwith by them on or prior to the Closing Date. ASC and SKI shall have delivered to the Buyer a certificate, dated thedate of the Closing and signed by officers of ASC and SKI, to the foregoingeffect.

7.2           No Material AdverseEffect.  Since the date hereof, thereshall have occurred no change, effect, condition, event or circumstance whichhas had or would reasonably be expected to, individually or in the aggregate,have a Material Adverse Effect on either Resort.

7.3           No Injunction.  No Judgment shall have been rendered in anyLitigation which has the effect of enjoining the consummation of thetransactions contemplated by this Agreement, and no Litigation shall be pendingthat would reasonably be expected to result in such a Judgment.

34

----

7.4           Approvals.  All Approvals required under the HSR Actnecessary for the consummation of the transactions contemplated by thisAgreement shall have been obtained, and all applicable waiting periodsthereunder shall have expired or been terminated.

7.5           Release of Liens.  On or prior to Closing, the Sellers shallhave effected the release of (i) all Liens securing the ASC-Level Financingsand (ii) all other Liens (other than Permitted Exceptions and any Liensrelating to the Capital Leases) securing monetary obligations.

7.6           Assignment.  ASC and SKI, as applicable, shall havedelivered to the Buyer stock certificates representing all of the outstandingshares of the Stock and executed stock powers, in form and substance reasonablysatisfactory to the Buyer, concerning the Stock (the “Assignment”).

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

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

7.9           Resignations.  On the Closing Date, the Sellers shall causeto be delivered to the Buyer duly signed resignations, effective immediatelyafter the Closing, of all directors of the Companies and their respectiveSubsidiaries and all officers of the Companies which are not on any Company’spayroll.

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

7.11         Specimen TitlePolicies.  Provided that Buyer hastaken all customary and necessary actions for the issuance of the titlepolicies, including without limitation satisfying the requirements of the TitleCompany within the control and reasonably required to be satisfied on the partof Buyer, Title Company shall have committed and be prepared to delivercontemporaneously with the Closing, at the Buyer’s sole expense, an Owner’sPolicy of Title Insurance materially in accordance with the Specimen TitlePolicies and with no exceptions to title other than as set forth in theSpecimen Title Policies or the Permitted Exceptions.  Sellers hereby covenant to satisfy allrequirements of the Title Company within the control of and reasonably requiredto be satisfied on the part of Sellers, including without limitation allactions required to be performed by Sellers pursuant to this Agreement.

7.12         Approval of Documentation.  The form and substance of all certificates,instruments, opinions and other documents delivered to Buyer under thisAgreement shall be satisfactory in all reasonable respects to Buyer and itscounsel.  

35

----

7.13         Opinion andCertificates.

(a)           Buyer shall havereceived an opinion of counsel to ASC, SKI and the Companies as to (i) the dueorganization and good standing of each such entity under the laws of itsjurisdiction of incorporation, (ii) the due authorization by all necessarycorporate action on the part of each such entity of the execution and deliveryof this Agreement and the consummation of the transactions contemplated hereby,(iii) no knowledge of any litigation or investigation against the Sellers(relating to or affecting any Company, its Subsidiaries, the Resorts or thetransaction contemplated by this Agreement) or any Company or its Subsidiariesand (iv) no default under or violation of any articles of incorporation orbylaws of any of the Sellers or the Companies and their Subsidiaries.

(b)           Buyer shall havereceived tax clearance certificates with respect to each of the Companies andtheir respective Subsidiaries from the Maine Department of Revenue Services.

(c)           Buyer shall havereceived copies of the approvals of Governmental Authorities that are requiredfor the consummation of the transactions contemplated by this Agreement andwhich are listed on Section 7.13(c) of the Seller Disclosure Letter.

**ARTICLEVIII**

**CONDITIONSTO OBLIGATIONS OFTHE SELLERS TO CONSUMMATE THE TRANSACTION**

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

8.1           Representations andWarranties; Compliance with Covenants. The representations and warranties of the Buyer contained herein shallbe true and correct (without giving effect to any limitation as to “materiality”or “Material Adverse Effect” or similar terms set forth therein) both as of thedate of this Agreement and on and as of the Closing Date with the same forceand effect as though made on and as of the Closing Date (except for thoserepresentations and warranties that are expressly limited by their terms todates or times other than the Closing Date, which representations andwarranties need only be true and correct as of such other date or time), exceptwhere the failure to be so true and correct, individually or in the aggregatewith all other such failures, does not have and would not reasonably beexpected to have a Material Adverse Effect on the Buyer.  The Buyer shall have performed and compliedin all material respects with all material covenants and agreements requiredhereby to be performed or complied with by it on or prior to the Closing Date.  The Buyer shall have delivered to ASC, acertificate, dated the date of the Closing and signed by an officer of theBuyer, to the foregoing effect.

8.2           No Injunction.  No Judgment shall have been rendered in anyLitigation which has the effect of enjoining the consummation of the transactionscontemplated by this Agreement

36

----

and no Litigation shallbe pending that would reasonably be expected to result in such a Judgment.

8.3           Approvals.  All Approvals required under the HSR Act forthe consummation of the transaction contemplated by this Agreement shall havebeen obtained, and all applicable waiting periods thereunder shall have expiredor been terminated.  The shareholders ofASC shall have duly authorized the execution and delivery of this Agreement andthe consummation of the transactions contemplated hereby.  Twenty (20) days shall have passed since thedate that ASC mailed an information statement pursuant to Section 14(c) of theSecurities Exchange Act of 1934 providing notification of shareholder approvalof the transaction contemplated by this Agreement (an “Information Statement”)to its shareholders.  ASC covenants that it will promptly submit a draftInformation Statement to the Securities and Exchange Commission and (a) shallpromptly send such Information Statement to its shareholders after theSecurities and Exchange Commission declines review of such InformationStatement or (b) if the Securities and Exchange Commission does review andcomment on such Information Statement, shall diligently pursue finalization ofsuch Information Statement and mail such Information Statement promptlythereafter.

8.4           Settlement ofAccounts.  On or prior to the ClosingDate, all of the accounts receivable and other obligations owing to any Companyfrom ASC or any of its Affiliates shall have been cancelled or forgiven and,following the Closing Date, ASC and any such Affiliate shall have no obligationin respect thereof.

8.5           Related Documents.  The Buyer shall have executed and deliveredall Related Documents required to be executed by them at or prior to theClosing.

8.6           Letters of Credit.  The Buyer shall have provided substituteletters of credit for each of those letters of credit furnished by (or for thebenefit of) SMC and SRSC and listed on Section 8.6 of the Seller DisclosureLetter (the “Seller LCs”), and each of the Seller LCs shall have beenunconditionally released by the beneficiary thereof.

**ARTICLEIX**

**COVENANTS**

9.1           Regulatory Filings,Etc.  As soon as practicable afterthe date hereof (and in any event no later than five (5) Business Days afterthe date hereof), the parties hereto shall make all filings with theappropriate Governmental Agencies of the information and documents required orcontemplated by the HSR Act and the FCC and make application for all requiredApprovals thereunder or therewith with respect to the transactions contemplatedby this Agreement.  The parties heretoshall keep each other apprised of the status of any communications with, andinquiries or requests for information from, such Governmental Agencies, in eachcase, relating to the transactions contemplated hereby.  The parties hereto shall each use theirrespective commercially reasonable best efforts to comply as expeditiously aspossible in good faith with all

37

----

lawful requests of theGovernmental Agencies for additional information and documents pursuant to suchLaws.

9.2           Injunctions.  If any court having jurisdiction over any ofthe parties hereto issues or otherwise promulgates any restraining order,injunction, decree or similar order which prohibits the consummation of any ofthe transactions contemplated hereby or by any Related Document, the partieshereto shall use their respective commercially reasonable efforts in good faithto have such restraining order, injunction, decree or similar order dissolvedor otherwise eliminated as promptly as possible and to pursue the underlyingLitigation diligently and in good faith. Notwithstanding anything to the contrary contained in this Agreement,nothing contained in this Section 9.2 shall limit the respective rights of theparties to terminate this Agreement in accordance with the terms of Section12.1 or shall limit or otherwise affect the respective conditions to theobligations of the parties set forth in Articles VII and VIII hereof.

9.3           Access toInformation.  Between the date ofthis Agreement and the Closing Date, the Sellers shall, and shall cause theirAffiliates (to the extent reasonably required) to, upon reasonable request bythe Buyer, provide the Buyer, the Buyer’s lenders and their respectiveemployees, counsel, accountants and other representatives and advisors(collectively, the “Representatives”) full access, during normalbusiness hours on reasonable notice (and at such other times as Buyerreasonably requests) and under reasonable circumstances, to any and allpremises, properties, Contracts, commitments, books and records and otherinformation exclusively of or relating exclusively to the Stock or theCompanies and their properties and assets, or relating to the status of anyfilings with Governmental Authorities made in connection with the transactionscontemplated by this Agreement (the “Company Subject Matter”); provided,however, that the Sellers shall use their respective commerciallyreasonable efforts to provide to the Buyer and its lenders any such informationthat does not relate exclusively to the Company Subject Matter to the extentsuch information can be segregated without undue effort from informationrelating to the Sellers or their Affiliates and that is not otherwiseconfidential or of a competitive nature; provided, further, thatsuch access may be limited to the location at which the relevant information isnormally maintained, shall not unreasonably interfere with the operations ofthe Companies or their Affiliates, and shall be limited to the extentreasonably determined to be required by the applicable law.  In furtherance of the foregoing but subjectto the limitations of this Section 9.3, the Sellers shall, and shall cause eachCompany’s Subsidiaries to, permit the Buyer, the Buyer’s lenders and theirrespective Representatives to have reasonable access to the Real Property toperform, at the Buyer’s expense, any environmental testing that the Buyerreasonably deems appropriate, including, without limitation, a Phase Ienvironmental site assessment of any such property pursuant to ASTM Standard E1527-05.  Prior to the Closing Date,neither the Buyer nor any of its Representatives shall contact or makeinquiries to any governmental agencies (other than as contemplated by ArticlesVII and VIII hereof) in connection with the transactions contemplated by thisAgreement without the prior written consent of Sellers.  Sellers shall promptly notify Buyer of anyevent or circumstance that could reasonably be expected to cause Sellers tobreach any representation, warranty or covenant contained in this Agreement andpromptly commence and diligently pursue reasonable actions to prevent or curethe same.

38

----

9.4           No ExtraordinaryActions by the Sellers.  In each caseexcept as disclosed on Section 9.4 of the Seller Disclosure Letter, orconsented to or approved in writing by the Buyer (which consent or approvalshall not be unreasonably withheld, conditioned, or delayed), or contemplatedby this Agreement or the Related Documents from the date hereof until theClosing, the Sellers shall:

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

(b)           not amend or otherwisechange the Certificate of Incorporation or bylaws or other organizationaldocuments of any Company or any of its Subsidiaries;

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

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

(e)           cause the Companies andeach of their respective Subsidiaries not to take any action with respect to,or make any material change in its accounting or Tax policies or procedures,except as may be required by changes in generally accepted accounting principlesupon the advice of its independent accountants or as required by the Securitiesand Exchange Commission (the “SEC”) or any securities exchange;

(f)            cause the Companiesand their respective Subsidiaries not to make or revoke any material Taxelection or settle or compromise any material Tax liability, or amend anymaterial Tax Return;

(g)           comply with and nottake any action or fail to take any action which would constitute a materialbreach or default under any of (i) the Certificate of Incorporation or bylawsor other organizational documents of any Company or any of its Subsidiaries,(ii) any Real Property Lease, (iii) any other material Lease, or (iv) any otherMaterial Contract and/or any material judgment, order or other writing with theforce of Law;

39

----

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

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

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

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

(l)            not terminate, amendor modify any Real Property Lease, material Lease, or any other MaterialContract, nor enter into any new or additional Material Contracts of any type,nature or description, except in the ordinary course of business and inaccordance with past practice;

(m)          not undertake anymaterial capital improvement projects nor make any material additions,improvements or renovations to existing facilities and/or equipment;

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

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

(p)           not enter into, adoptor amend in any respect any Company Plan or (except for annual adjustments inthe ordinary course of business consistent with past practice) increase in anymaterial respect the compensation or benefits of, or modify the employmentterms of, its directors, officers or employees, generally or individually, orpay or promise to pay any bonus or

40

----

benefit to its directors,officers or employees (except as required by the Company Plans in accordancewith their terms immediately prior to the execution of this Agreement) or hireany new officers, or, except in the ordinary course of business, any newemployees, nor terminate the employment of or reassign any employees other thannon-officer employees in the ordinary course of business consistent with pastpractice;

(q)           not increase thecompensation or benefits payable under any existing employment, severance ortermination policies or agreements, or enter into any employment, deferredcompensation, severance or other similar agreement (or amend any such existingagreement) with any director, officer or employee of any Company or anySubsidiary (except as required by applicable Law), except for anniversary dateadjustments for at-will employees;

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

(s)           not take any actionthat would make any representation or warranty of Sellers hereunder untrue inany material respect;

(t)            take all commerciallyreasonable actions to cause the Companies and their Subsidiaries to preservetheir organizational structures and their goodwill;

(u)           exercise commerciallyreasonable efforts to cause the Companies and their Subsidiaries to maintaintheir properties and assets in good working order (ordinary wear and tearexcepted);

(v)           exercise commerciallyreasonable efforts to cause the Companies and their Subsidiaries to comply inall material respects with all applicable Laws;

(w)          exercise commerciallyreasonable efforts to cause the Companies and their Subsidiaries to maintaintheir books and records in a consistent manner; and

(x)            not agree to doanything prohibited by this Section 9.4.

9.5           CommerciallyReasonable Efforts; Further Assurances.

(a)           Upon the terms andsubject to the conditions hereof (including without limitation, Sections 9.2and 13.3), the Sellers and the Buyer each agree, and agree to cause each oftheir respective Affiliates, to use their respective commercially reasonableefforts in good faith

41

----

to take or cause to betaken all actions and to do, or cause to be done, all things necessary, properor advisable to ensure that the conditions set forth in Articles VII and VIIIare satisfied and to consummate and make effective the transactionscontemplated by this Agreement and the Related Documents insofar as suchmatters are within their respective control.

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

(c)           Except as otherwiseexpressly provided for in this Agreement, the parties hereto shall promptlytake all actions necessary to make each filing, including any supplementalfiling, which either of them may be required to make with any GovernmentalAgency as a condition to or consequence of the consummation of the transactionscontemplated by this Agreement or any Related Document.

(d)           On or prior to theClosing, the parties hereto shall execute and deliver to each other the RelatedDocuments.

(e)           The Sellers shall, tothe extent permitted by applicable Law, use their commercially reasonableefforts to assist and cooperate with the Buyer in making such arrangements aswould permit the continued sales of alcoholic beverages by the Companies at theResorts following the Closing and pending the issuance of a new liquor licenseto the Companies reflecting the transactions contemplated by this Agreement,including assisting with transfer applications; and (ii) in causing thetransfer of other operational permits used in the conduct of the Companies’ andtheir respective Subsidiaries’ businesses, including explosive permits, foodservice licenses and permits, FCC permits, Public Utilities Commission permitsand day care licenses.

(f)            [Intentionallyomitted.]

(g)           The Buyer agrees tocause the Companies to honor ASC’s obligations under ASC’s gift cards, PeaksRewards Coupons/First Edge Visa Rewards Coupons (until their stated expirationdate), Edge Frequent Skier Points and single-day complimentary lift ticketvouchers, as well as obligations arising in the 2006-07 ski season underASC’s snow guaranty and season pass refund programs to customers who purchasedtheir passes through one of the Resorts. ASC will regularly and promptly reimburse the Buyer for ASC issued giftcards and Peaks Rewards Coupons to the extent redeemed at the Resorts after theClosing.  Each of ASC and the Companieswill provide access to their respective systems to the other parties to enable

42

----

them to track the usageof such cards, tickets and passes.  Themanner of reimbursement and access described above shall be agreed upon in goodfaith by ASC and the Buyer.

(h)           Subject to complianceby the Sellers with any proprietary rights, confidentiality or similarregulations or agreements, the Sellers shall transfer, or shall cause to betransferred, to each Company, at or prior to the Closing, all data and allright, title and interest to such data that relates exclusively to such Companyand is maintained in electronic format by ASC or any of its Affiliates,including, without limitation, marketing data and customer lists (includingskiers and lodging guests) for the past three years, and shall not retain anyof such data for the use of ASC or for any other reason; provided, however,that the Sellers shall use their respective commercially reasonable efforts totransfer to each Company any such data that does not relate exclusively to suchCompany to the extent such data can be segregated from information relating tothe Sellers or their Affiliates (other than such Company) and that is nototherwise subject to a proprietary rights, confidentiality or similaragreement.

(i)            To the extent that,following the Closing, none of the Companies shall be able to continue to useany of the licenses set forth on Section 9.5(i) of the Seller DisclosureLetter, the Sellers agree to use their commercially reasonable efforts(excluding the payment of money or the delivery of any item of value) to assistsuch Company in replacing such licenses and/or to provide such Company with thebenefits of such licenses (including allowing such Company to act assub-licensee to the extent the underlying license permits).

(j)            The Buyer agrees tocause the Companies to honor ASC’s obligations under the partnership marketingarrangements set forth on Section 9.5(j) of the Seller DisclosureLetter.  The parties agree to act in goodfaith to address any such marketing arrangements which continue beyond the2006/2007 ski season.

(k)           The Sellers shall usetheir commercially reasonable efforts to obtain estoppel certificates, in formand substance reasonably satisfactory to the Buyer, from all third parties tothe contracts listed on Section 9.5(k) of the Seller Disclosure Letter.

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

9.6           Use of Names; NameChange.

(a)           As soon as reasonablypracticable after the Closing (and in no event later than sixty (60) days afterthe Closing), the Buyer shall cease (and cause the Companies to cease) to useany written materials, including, without limitation, labels, packingmaterials, letterhead, advertising materials and forms, which include the wordsidentified on Section 9.6(a) of the

43

----

Seller Disclosure Letter(collectively, the “Seller Trade Names”); provided, however,that the Companies may use inventory, checks, application forms, productliterature and sales literature (but not letterhead, business cards or thelike), trail maps, signs or the like, each as in existence as of the ClosingDate, until the earlier of the exhaustion of such materials or the opening ofthe 2007/2008 ski season.  Except asspecifically provided herein, Buyer agrees that it shall not hereafter permitthe Companies to adopt or use any trade name, trademark or service markincorporating any of the Seller Trade Names or any trade name, trademark orservice mark likely to indicate endorsement or sponsorship by, or anyconnection with, the Sellers or any of their Affiliates, including the name ormark “American Skiing” or any name or mark similar thereto.

(b)           As soon as commerciallyreasonably practicable after the Closing (and in no event later than sixty 60days after the Closing), ASC shall, and shall cause its Affiliates to, cease touse any written materials, including labels, packing materials, letterhead,advertising materials and forms, which include the words identified on Section9.6(b) of the Seller Disclosure Letter (collectively, the “Buyer TradeNames”); provided, however, that ASC and its Affiliates mayuse inventory, checks, application forms, product literature, sales literature(but not letterhead, business cards or the like), trail maps, signs and thelike, each as in existence as of the Closing Date, until the earlier of theexhaustion of such materials or the opening of the 2007/2008 ski season; and, provided,further, that ASC and its Affiliates shall be entitled to utilize “PerfectTurn” in connection with the operation of the Canyons Resort through the2009-10 ski season.  .  Except as specifically provided herein, theSellers agree that they and their Affiliates shall not hereafter adopt or useany trade name, trademark or service mark incorporating any of the Buyer TradeNames or any trade name, trademark or service mark likely to indicateendorsement or sponsorship by, or any connection with, Buyer or any of itsAffiliates.

(c)           ASC shall, and shallcause its Affiliates to, cease and desist the use of the internet domain names “Sugarloaf.com”and “Sundayriver.com” and any other domain names containing the words “Sugarloaf”or “Sunday River” at the Closing Date and all times thereafter.

9.7           Confidentiality;Publicity.  Each party shall hold,and shall use its commercially reasonable efforts to cause its employees andagents to hold, in strict confidence all information concerning the otherparties or their Affiliates furnished to it by such other Persons, all inaccordance with the Confidentiality Agreement, as if originally a party theretowho was required to keep information confidential except that the Sellers shallmaintain such information with respect to each Company as confidential only tothe extent such information is specific to such Company and does not relate tothe operations of ASC or any of their Affiliates following the ClosingDate.  Any release to the public ofinformation with respect to the matters contemplated by this Agreement(including any termination of this Agreement) shall be made only in the formand manner approved jointly by ASC and Buyer, provided that if a party isrequired by law to make any disclosure concerning such matters, such partyshall discuss in good faith with the other party the form and content of suchdisclosure prior to its release (but such release shall not require the priorapproval of the other parties).

44

----

9.8           Transition.  Without limiting the agreements set forth inSections 9.9 and Article XI, for a period of six (6) months following theClosing Date, ASC shall, and the Buyer shall and shall cause the Companies to,cooperate in good faith to effect an orderly transition in the operation of theResorts, provided, that no party shall be required to expend any funds or enterinto any contractual commitments in performing its obligations under thisSection 9.8.  In connection with theforegoing, at the Closing the Buyer shall cause the Companies to, and ASCshall, execute and deliver a Transition Services Agreement substantially in theform attached hereto as Exhibit C.

9.9           Access to RecordsAfter the Closing.  The Sellers andthe Buyer recognize that subsequent to the Closing they may have informationand documents which relate to the Companies, the Resorts, their employees,their properties and Taxes that relate to the period prior to Closing and towhich the other party may need access subsequent to the Closing.  Each such party shall provide the other partyand their Representatives commercially reasonable access, during normalbusiness hours on reasonable notice (and at such other times as such otherparty reasonably requests) and under reasonable circumstances, to all suchinformation and documents, and to furnish copies thereof, which such otherparty reasonably requests.  The Buyer andthe Sellers agree that prior to the destruction or disposition of any suchbooks or records pertaining to the Companies at any time within three (3) yearsafter the Closing Date (or, in any matter involving Taxes, within seven (7)years after the Closing Date), each such party shall provide not less thanthirty (30) calendar days prior written notice to the other such party of anysuch proposed destruction or disposal. If the recipient of such notice desires to obtain any such documents, itmay do so by notifying the other party in writing at any time prior to thescheduled date for such destruction or disposal.  Such notice must specify the documents whichthe requesting party wishes to obtain. The parties shall then promptly arrange for the delivery of suchdocuments.  All out-of-pocket costs associatedwith the delivery of the requested documents shall be paid by the requestingparty.  Notwithstanding any provision ofthis Agreement or the Related Documents to the contrary, in no event shall theSellers or their Affiliates be required to provide the Buyer with access to orcopies of the Sellers’, or their Affiliates’ Tax Returns to the extent such TaxReturns do not relate to the Companies and in no case shall the Buyer have anyright to review any Tax Returns other than pro forma Tax Returns of theCompanies.

9.10         No EmployeeSolicitation.  For a period of 12months following the Closing, without the prior written agreement of the otherparties, (a) the Buyer and its Affiliates shall not, directly or indirectly,solicit for employment or employ or cause to leave the employ of ASC or itsAffiliates any individual that is serving at such time as an officer of ASC orits Affiliates; and (b) ASC and its Affiliates shall not, directly orindirectly, solicit for employment any individual that is employed at such timeby any Company or any of its Subsidiaries provided that the use of a generalsolicitation (such as advertisement) not specifically directed to applicableemployees will not be deemed to be a violation of the no solicitation provisionof this Section 9.10.

9.11         Interim Operations ofthe Buyer.  Prior to the Closing,unless the Sellers have otherwise consented in writing thereto, the Buyer shallnot:

45

----

(a)           take any action or omitto take any action for the purpose of directly or indirectly preventing,materially delaying or materially impeding the consummation of the transactionscontemplated by this Agreement;

(b)           directly or indirectlyauthorize any of, or commit or agree, in writing or otherwise, to take anyaction or actions which would make any representations of the Buyer set forthin this Agreement untrue or incorrect in any material respect; and

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

9.12         No Solicitation.  From the date hereof until the earlier of theClosing or the termination of this Agreement, Sellers shall not and shall causeeach of their Representatives not to, directly or indirectly, (a) initiate,solicit, encourage or otherwise facilitate any inquiry, proposal, offer ordiscussion with any party (other than the Buyer) concerning any merger,reorganization, consolidation, recapitalization, business combination,liquidation, dissolution, share exchange, sale of stock, sale of materialassets or similar business transaction involving the Company, its Subsidiariesor any division of any Company, (b) furnish, or make available, any non-publicinformation concerning the business, properties or assets of any Company, itsSubsidiaries or any division of any Company to any Person (other than theBuyer) or (c) engage in discussions or negotiations with any Person (other thanthe Buyer) concerning any such transaction. Sellers shall immediately notify any Person with which discussions ornegotiations of the nature described above were pending that the Sellers areterminating such discussions or negotiations. If the Sellers receive any inquiry, proposal or offer of the naturedescribed above, the Sellers shall, within two Business Days after suchreceipt, notify the Buyer of such inquiry, proposal or offer, including thegeneral terms of such inquiry, proposal or offer.

9.13         IntercompanyGuarantees.  Prior to the ClosingDate, ASC shall use its commercially reasonable efforts to cause the Companiesand any of their respective Subsidiaries to be removed or released, effectiveas of the Closing, or, if not possible, as soon thereafter as reasonably practicable,in respect of all obligations of ASC or any of its Affiliates under each of theguarantees and letters of comfort obtained by the Companies or any of theirrespective Subsidiaries for the benefit of ASC and its Affiliates (other thanthe Companies and their respective Subsidiaries) prior to the Closing, and forall obligations of the Companies and their respective Subsidiaries in respectthereof to be terminated, with, in each case, such substitution, removal,release and termination to be in form and substance reasonably satisfactory tothe Buyer.  ASC agrees to indemnify andhold harmless the Buyer and its Affiliates (including the Companies and theirrespective Subsidiaries) from and against and in respect of IndemnifiableLosses incurred by the Buyer and its Affiliates (including the Companies andtheir respective Subsidiaries) under or pursuant to any such guarantee orletters of comfort.  Prior to the ClosingDate, the Companies shall use their commercially reasonable efforts andfollowing the Closing, the Buyer shall use its commercially reasonable efforts,to cause ASC and any of its Affiliates to be removed or released, effective asof the Closing, or, if not possible, as soon thereafter as reasonablypracticable, in respect of all obligations of the Companies or any of theirrespective Subsidiaries under each of the guarantees and letters of comfortobtained by ASC or any of its

46

----

Affiliates for thebenefit of the Companies and their respective Subsidiaries prior to theClosing, and for all obligations of ASC and its Affiliates in respect thereofto be terminated, with, in each case, such substitution, removal, release andtermination to be in form and substance reasonably satisfactory to ASC.  The Buyer agrees to indemnify and holdharmless ASC and its Affiliates from and against and in respect ofIndemnifiable Losses incurred by ASC and its Affiliates under or pursuant toany such guarantee or letters of comfort.

9.14         Third Party Contractsand Cross Default Provisions.

(a)           The parties agree that,to the extent that ASC or any of its Affiliates provides any Company and any oftheir respective Subsidiaries the ability to receive services or use assetsthat any Company or any of its Subsidiaries prior to the Closing receives oruses pursuant to a contract of ASC or any of its Affiliates with a third party,the parties will cooperate with each other to cause such Companies and any oftheir respective Subsidiaries, as applicable, to directly enter into a newcontract with such third party with respect to such services or assets to theextent the Buyer desires that such Companies and their respective Subsidiariescontinue to receive such services from, or use such assets of, such third partyafter the Closing, which cooperation shall be deemed to include, withoutlimitation, ASC requiring a third party, to the extent it has the power to doso under any such contract, to split such contract into two separate contracts,one with ASC or its Affiliate and the other with such Company.** **Theparties agree that, to the extent that any of the Companies or any of theirrespective Subsidiaries provides ASC and any of its Affiliates (other than theCompanies and their respective Subsidiaries) prior to the Closing the abilityto receive services or use assets that ASC or any of its Affiliates (other thanthe Companies and their respective Subsidiaries) receives or uses pursuant to acontract of any of the Companies or any of their respective Subsidiaries with athird party, the parties will cooperate with each other to cause ASC and any ofits Affiliates (other than the Companies and their respective Subsidiaries), asapplicable, to directly enter into a new contract with such third party withrespect to such services or assets to the extent ASC desires that ASC and theAffiliates (other than the Companies and their respective Subsidiaries)continue to receive such services from, or use such assets of, such third partyafter the Closing, which cooperation shall be deemed to include, withoutlimitation, a Company requiring a third party, to the extent it has the powerto do so under any such contract, to split such contract into two separatecontracts, one with ASC or its Affiliate and the other with such Company.

(b)           Prior to and after theClosing Date, ASC shall use its commercially reasonable efforts to cause thethird party(ies) to each contract with any of the Companies or any of theirrespective Subsidiaries which have cross-default or cross-terminationprovisions referring to one or more contracts between such third party and/orone or more of its Affiliate(s), and ASC and/or one or more of its Affiliates(excluding the Companies and their respective Subsidiaries), to agree to theremoval from such contract of the cross-default or cross-termination provisionswhich relate to such contracts with ASC and/or one or more of itsAffiliate(s).  Prior to the Closing Date,ASC, and following the Closing Date, the Buyer, shall use their commerciallyreasonable efforts to cause the third party(ies) to each contract with ASC and/orone or more of its Affiliates (excluding the Companies or any of theirrespective Subsidiaries)

47

----

which have cross-defaultor cross-termination provisions referring to one or more contracts between suchthird party and/or one or more of its Affiliate(s), and any of the Companies orany of their respective Subsidiaries, to agree to the removal from suchcontract of the cross-default or cross-termination provisions which relate tosuch contracts with any of the Companies or any of their respective Subsidiaries.

9.15         Patriot Act.  The Sellers and their respective officers andprincipals shall not transfer the proceeds obtained as a result of thisAgreement to any person or entity listed on the Office of Foreign AssetsControl list as “Terrorists” and “Specially Designated Nationals and BlockedPersons”, or otherwise be in violation of the International Money LaunderingAbatement and Financial Anti-Terrorism Act of 2001. 

9.16         Change in ControlBonuses.  On or prior to the Closing,ASC agrees to pay to the applicable individuals directly, and to indemnify thePurchasers and to assume all obligations of SSRC and SMC with respect to, orrelating to, the Change in Control Bonuses payable under the agreements listedin Section 3.15(i)(2) of the Seller Disclosure Letter, provided, however, thatSSRC, SMC and the Purchasers shall remain responsible for (and ASC shall not beresponsible for) any Severance Payment (as defined in such agreements) whichmay be due or become due to the applicable individuals under such agreements.

**ARTICLEX**

**SURVIVALAND INDEMNIFICATION**

10.1         Survival.  The representations and warranties containedin Articles III and IV hereof and the covenants and agreements of the partiescontained herein to be performed on or prior to the Closing shall terminateupon consummation of the Closing; provided, however, that therepresentations and warranties in Sections 3.1, 3.2, 3.4, 3.9, 3.12, 3.14,3.15, 3.16, 3.17, 3.19(a)-(c), 3.19(e)-(h), 3.24 and 4.2 and 4.6) shall survivethe Closing for a period of one (1) year. The covenants of the Sellers and the Buyer contained in this Agreementwhich by their terms require action following the Closing shall survive theClosing.

Notices for claims inrespect of an inaccuracy in any of the representations or a breach of any ofthe warranties which survive the Closing must be received prior to theexpiration of the applicable statute of limitations for such representation orwarranty for any Indemnifiable Losses arising therefrom to be recoverablehereunder.

10.2         Indemnification bySellers, Jointly and Severally. Sellers, jointly and severally, shall indemnify and hereby hold harmlessBuyer and its nominees, affiliates, officers, directors, employees and agents(the “Buyer Indemnitees”) against any loss or liability, in full as such lossor liability is incurred, suffered as a result of:  (a) any breach of any representation orwarranty made by Sellers in this Agreement or in any other document, instrumentor agreement entered into in connection herewith (subject to Section 10.1hereof); (b) any breach of any covenant

48

----

made by Sellers in thisAgreement or in any other document, instrument or agreement entered into inconnection herewith; (c) any loss or liability incurred by Buyer, any of theCompanies or any of their respective Subsidiaries arising out of developmentobligations (other than obligations related to maintenance or operations) withrespect to the Summit Hotel at the SRSC Resort; (d) any loss or liabilityincurred by Buyer, any of the Companies or any of their respective Subsidiariesarising out of the matter described in paragraph 3 of Section 3.12 ofthe Seller Disclosure Letter (to the extent in excess of (i) any insurancereimbursement received by a Buyer Indemnitee in connection with such matter and(ii) the portion of any such settlement or award that benefits SRSC by virtueof its ownership interest in the Hotel involved in such matter); and (e) anybreach of the Confidentiality Agreement made herein in favor of Buyer; providedthat such indemnification obligation shall only arise with respect to lossesand liability suffered or incurred as a result of any breach of anyrepresentation or warranty (subject to Section 10.1 hereof) to the extent suchlosses or liability (which, individually, must be at least $25,000.00) in theaggregate exceed $1,000,000.00; provided, however, that the liability ofSellers hereunder, excluding any liability arising pursuant to clause (c) orclause (d) of this Section 10.2, shall not in the aggregate exceed $2,000,000;and, provided, further, that with respect to clause (c) of this Section 10.2,such indemnification obligation shall only arise with respect to losses andliability to the extent exceeding $250,000, but in no event shall the liabilityof the Sellers with respect thereto exceed $1,000,000 in the aggregate andthat, with respect to clause (d) of this Section 10.2, such indemnificationobligation shall apply to all such losses and liability.

10.3         Indemnification by theBuyer.  Buyer shall indemnify andhereby hold harmless ASC and each of its Subsidiaries and their nominees,affiliates, officers, directors, employees and agents (“Seller Indemnitees”)against any loss or liability, in full as such loss or liability is incurred,suffered as a result of:  (a) any breachof any representation or warranty made by Buyer in this Agreement or in anyother document, instrument or agreement entered into in connection herewith(subject to Section 10.1 hereof); (b) any breach of any covenant made by Buyerin this Agreement or in any other document, instrument or agreement enteredinto in connection herewith; and (c) any breach of the ConfidentialityAgreement made herein in favor of ASC; provided that such indemnificationobligation shall only arise with respect to losses and liability suffered orincurred as a result of any breach of any representation or warranty (subjectto Section 10.1 hereof) to the extent such losses or liability (which,individually, must be at least $25,000.00) in the aggregate exceed$1,000,000.00.

10.4         Limitations onIndemnification.

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

49

----

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

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

10.5         Right toIndemnification not Affected by Knowledge. The right to indemnification, payment of damages or other remedy basedon such representations, warranties, covenants and obligations will not beaffected by any investigation conducted with respect to, or any knowledgeacquired (or capable of being acquired) at any time, whether before or afterthe execution and delivery of this Agreement or the Closing Date, with respectto the accuracy or inaccuracy of or compliance with, any such representation,warranty, covenant, or obligation. Without limiting the scope and effect of the immediately preceding andfollowing sentences, Buyer will use its best efforts to give ASC notice whenBuyer has actual knowledge that a representation or warranty of ASC ismaterially inaccurate.  The waiver of anycondition based on the accuracy of any representation or warranty, or on theperformance of or compliance with any covenant or obligation, or Buyer’s noticeto ASC with respect to the inaccuracy or lack of accuracy of any representationor warranty of ASC will not affect the right to indemnification, payment ofdamages, or other remedy based on such representations, warranties, covenantsand obligations.

10.6         Indemnity Escrow.  On the Closing Date, Buyer shall, on behalfof Sellers, pay from the Initial Purchase Price to Title Company, as agent toBuyer 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 $2,000,000 (the “Indemnity Escrow Amount”), inaccordance with the terms of this Agreement and the Escrow Agreement,substantially in the form attached hereto as Exhibit D, which will beexecuted at the Closing, by and among Buyer, Sellers and the Escrow Agent (the “EscrowAgreement”).  Any payment any Selleris obligated to make to any Buyer Indemnitees pursuant to this Article X shallbe paid first, to the extent there are sufficient funds in the Indemnity EscrowAccount, by release of funds to the Buyer Indemnitees from the Indemnity EscrowAccount by the Escrow Agent within five Business Days after the date notice ofany sums due and owing is given to the Sellers (with a copy to the Escrow Agentpursuant to the Escrow Agreement) by the applicable Buyer Indemnitee and shallaccordingly reduce the Indemnity Escrow Amount and, second, to the extent theIndemnity Escrow Amount is insufficient to pay any remaining sums due, then theSellers shall be required to pay all of such additional sums due and owing tothe Buyer Indemnitees by wire transfer of immediately available funds withinfive Business Days after the

50

----

date of such notice.  On the first anniversary of the Closing Date,the Escrow Agent shall release the Indemnity Escrow Amount (to the extent notutilized to pay Buyer for any indemnification claim) to Sellers, except thatthe Escrow Agent shall retain an amount (up to the total amount then held bythe Escrow Agent) equal to the amount of claims for indemnification under thisArticle X asserted prior to the first anniversary of the Closing Date but notyet resolved (“Unresolved Claims”). The Indemnity Escrow Amount retained for Unresolved Claims shall bereleased by the Escrow Agent (to the extent not utilized to pay Buyer for anysuch claims resolved in favor of Buyer) upon their resolution in accordancewith this Article X and the Escrow Agreement.

**ARTICLEXI**

**TAXMATTERS**

11.1         Tax Indemnification.

(a)           Subject to Section13.3, from and after the Closing Date, ASC (for purposes of this Article XIonly, the “Tax Indemnifying Party”), shall be responsible for, shall payor cause to be paid, and shall indemnify, defend and hold harmless the Buyerand the Companies and reimburse the Buyer and the Companies for the followingTaxes, to the extent that such Taxes have not been paid as of the Closing Date: (i) all Taxes imposed on the Companiesor the Buyer as a result of the operations of the Companies with respect to anytaxable year or period ending on or before the Closing Date; (ii) with respectto taxable years or periods beginning before the Closing Date and ending afterthe Closing Date, all Taxes imposed on the Companies or the Buyer as a resultof the operations of the Companies, which Taxes are allocable to the portion ofsuch taxable year or period ending on the Closing Date (an “Interim Period”)(Interim Periods and any taxable years or periods that end on or prior to theClosing Date being referred to collectively hereinafter as “Pre-ClosingPeriods”); (iii) Taxes of any member of any affiliated group ofcorporations (as defined in Section 1504 of the Code) with which the Companiesor any of their respective Subsidiaries files or has filed a Tax Return on aconsolidated, combined, affiliated, unitary or similar basis for a taxable yearor period beginning before the Closing Date; (iv) Taxes or other costs of theBuyer Indemnitees payable as a result of any inaccuracy in or breach of anyrepresentation or warranty made in Section 3.17 of this Agreement or any breachof any covenant contained in this Article XI, without duplication; and (v) anyTaxes or other payments required to be made after the Closing Date by theCompanies or any of their respective Subsidiaries to any Person under any Taxsharing, indemnity or allocation agreement or other arrangement in effect priorto the Closing (whether or not written) with respect to a Pre-Closing Period.

(b)           For purposes of thisSection 11.1, in order to apportion appropriately any Taxes relating to anytaxable year or period that includes an Interim Period, the parties heretoshall, to the extent permitted under applicable law, elect with the relevantTax authority to treat for all purposes the Closing Date as the last day of thetaxable year or period of the Companies.

51

----

In any case whereapplicable law does not permit the Companies to treat the Closing Date as thelast day of the taxable year or period, then, in each such case, the portion ofany Taxes that are allocable to the portion of the Interim Period ending on theClosing Date shall be: (i) in the case of Taxes that are based upon or relatedto income or receipts, deemed equal to the amount that would be payable if thetaxable year or period ended on the Closing Date; and (ii) in the case of Taxesnot described in subparagraph (i) above that are imposed on a periodic basis,deemed to be the amount of such Taxes for the entire period (or, in the case ofsuch Taxes determined on an arrears basis, the amount of such Taxes for theimmediately preceding period) multiplied by a fraction the numerator of whichis the number of calendar days in the Interim Period ending on the Closing Dateand the denominator of which is the number of calendar days in the entirerelevant period.

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

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

11.2         Tax Refunds.  The Buyer shall pay to ASC all refunds orcredits of Taxes received by Buyer or any Company or any of their respectiveSubsidiaries after the Closing Date and attributable to Taxes paid by anyCompany or their Subsidiaries (or any predecessor of any Company or theirSubsidiaries) with respect to a Pre-Closing Period, net of any Taxes imposed onsuch refund amount, and adjusted to reflect any Tax benefit received by theBuyer or any Company in connection with the accrual or payment of amountspursuant to this Section 11.2.

11.3         Preparation and Filingof Tax Returns and Payment of Taxes.

(a)           ASC shall beresponsible for the preparation and filing of (i) all income Tax Returns withrespect to the Companies and their respective Subsidiaries for any Tax periodending on or prior to the Closing Date and (ii) all non-income Tax Returns withrespect to the Companies and their respective Subsidiaries for any Tax periodending on or prior to the Closing Date, but only to the extent such Tax Returnsare required to be filed on or prior to the Closing Date.  All such Tax Returns shall be prepared andfiled in a manner that is consistent, in all material respects, with the priorpractice of the Companies and their respective Subsidiaries (including, withoutlimitation, prior Tax elections and accounting methods or conventions made orutilized by the Companies and their respective Subsidiaries), except asrequired by a change in the applicable Law or regulations.

52

----

(b)           The Buyer shall prepareand timely file or cause the Companies or their respective Subsidiaries toprepare and timely file all Tax Returns required to be filed after the ClosingDate other than Tax Returns described as the responsibility of ASC in Section11.3(a).  All such Tax Returns withrespect to Pre-Closing Periods shall be prepared and filed in a manner that isconsistent, in all material respects, with the prior practice of the Companiesor their respective Subsidiaries (including prior Tax elections and accountingmethods or conventions made or utilized by the Companies or their respectiveSubsidiaries), except as required by a change in the applicable Law or regulations.  The Buyer shall deliver all such Tax Returnswith respect to Pre-Closing Periods to ASC for ASC’s review at least forty-five(45) days prior to the due date (including extensions) of any such TaxReturn.  If ASC disputes any item on suchTax Return, it shall notify the Buyer of such disputed item (or items) and thebasis for its objection.  The partiesshall act in good faith to resolve any such dispute prior to the date on whichthe Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in questionshall be resolved by an independent accounting firm mutually acceptable to ASCand the Buyer.  The fees and expenses ofsuch accounting firm shall be borne equally by ASC and the Buyer.

(c)           ASC shall deliver toBuyer for its review any sales use, real property, transfer or other non-incomeTax Returns of the Companies that are to be filed on or prior to the ClosingDate at least 45 days prior to the due date (including extensions) of any suchTax Return or within 15 days after the date hereof , whichever is later,provided that any such Tax Return that is due within 15 days after the datehereof shall be delivered to Buyer as soon as reasonably practicable, but inany event prior to the due date (including extensions) of such Tax Return.  If the Buyer disputes any item on a TaxReturn delivered pursuant to the preceding sentence, it shall notify ASC ofsuch disputed item (or items) and the basis for its objection.  The parties shall act in good faith toresolve any such dispute prior to the date on which the Tax Return is requiredto be filed.  If the parties cannotresolve any disputed item, the item in question shall be resolved by anindependent accounting firm mutually acceptable to ASC and the Buyer.  The fees and expenses of such accounting firmshall be borne equally by ASC and the Buyer. Notwithstanding the foregoing, nothing in this Section 11.3(c) shallprevent ASC or the Companies from timely filing any Tax Returns that are due(including extensions) on or prior to the Closing Date.

11.4         Tax Cooperation.

(a)           For a period of sevenyears from and after the Closing, ASC and the Buyer agree to furnish or causeto be furnished to each other, upon request, as promptly as practicable, suchinformation (including access to books and records), and assistance relating tothe Companies and their respective Subsidiaries as is reasonably requested forthe filing of any Tax Returns, for the preparation of any audit, and for theprosecution or defense of any claim, suit or proceeding related to any proposedadjustment.  Any information obtainedunder this Section 11.4(a) shall be kept confidential, except as may beotherwise necessary in connection with the filing of Tax Returns or claims forrefund or in conducting an audit or other proceeding.  After the expiration of such seven-yearperiod, the Buyer or ASC, as the case may be, may dispose of

53

----

such information, booksand records, provided that prior to such disposition, (i) ASC shall give theBuyer the opportunity, at Buyer’s expense, to take possession of suchinformation, books and records held by ASC; and (ii) the Buyer shall give ASCthe opportunity, at ASC’s expense, to take possession of such information,books and records held by the Companies and their respective Subsidiaries.

(b)           The Buyer agrees thatwith respect to Pre-Closing Periods, it shall not, on or after the ClosingDate, without the prior written consent of ASC, amend any Tax Return (except asrequired by Law), or waive or extend any statute of limitations with respect toany such Tax Return to the extent such amendment or waiver would increase theTaxes of any Company or its Subsidiaries for any Pre-Closing Period.  ASC agrees that, with respect to Pre-ClosingPeriods, it shall not, on or after the date hereof, without the prior writtenconsent of Buyer, amend any Tax Return (except as required by Law) of anyCompany or its Subsidiaries or the consolidated group of corporations of whichany Company or any Subsidiary is a member, or waive or extend the statute oflimitations with respect to any such Tax Return, to the extent such amendmentor waiver would increase the Taxes of any Company, their Subsidiaries, or Buyerin a taxable period (or portion thereof) beginning on or after the ClosingDate.

11.5         Tax Audits.

(a)           After the Closing, theBuyer shall notify ASC in writing (a “Tax Notice”) of any demand orclaim received by the Buyer or any Company from any Tax authority or any otherparty with respect to Taxes for which the Tax Indemnifying Party is liablepursuant to Section 11.1 within ten (10) days of the receipt of such demand orclaim by the Buyer or any Company; provided, however, that afailure to give such Tax Notice will not affect the rights of the Buyer or anyCompany to indemnification under Section 11.1 unless, or except to the extentthat such failure precludes the Tax Indemnifying Parties from contesting suchdemand or claim.  Such Tax Notice shallcontain factual information (to the extent known) describing the asserted Taxliability in reasonable detail and shall include copies of any notice or otherdocument received from any Tax authority in respect of any such asserted Taxliability.

(b)           Subject to thefollowing sentence, ASC may elect to control the conduct, through counselchosen by ASC and reasonably acceptable to the Buyer and at ASC’s own expense,of any audit, claim for refund, or administrative or judicial proceedinginvolving any asserted liability with respect to which indemnity may be soughtunder Section 11.1, including any contest in respect of an Interim Period (anysuch audit, claim for refund, or proceeding relating to an asserted Taxliability is referred to herein as a “Contest”).  If ASC elects to control a Contest, ASC shallwithin thirty (30) calendar days of receipt of the Tax Notice notify the Buyerin writing of its intent to do so; provided, however, that theBuyer and the Companies are authorized to file any motion, answer or otherpleading that may be reasonably necessary or appropriate to protect theirinterests during such 30 day period.  IfASC properly elects to control a Contest, then ASC shall have all rights tosettle, compromise and/or concede such asserted liability and the Buyer shallcooperate and shall cause the Companies (and any of their

54

----

successors) to cooperatein each phase of such Contest.  If ASCdoes not elect to control the Contest, the Buyer or the Companies may, withoutaffecting its or any other indemnified party’s rights to indemnification underthis Article XI, assume and control the defense of such Contest withparticipation by the Sellers.

(c)           In the event that aContest involves an Interim Period (a “Straddle Contest”), the partiesshall endeavor to cause the Contest proceeding to be separated into two or moreseparate proceedings, one of which shall involve exclusively the applicableInterim Period.  In the event that suchseparation cannot, after diligent efforts, be achieved, the Buyer and ASC shalljointly control the Straddle Contest; provided, however, that,subject to this Section 11.5 generally, the Buyer shall have all rights to makedecisions, settle, compromise and/or concede such asserted liability as relatesto the portion of the taxable period that begins after the Closing Date, andASC shall have all rights to settle, compromise and/or concede such assertedliability as relates to the Interim Period.

(d)           With respect to aContest that is described in paragraphs (b) and (c) of this Section, and whichrelates to a method of accounting, a recurring item of income, gain, loss,deduction or credit.  Taxes other thanincome Taxes, franchise Taxes, and Transfer and Recording Taxes, ASC’s abilityto settle, compromise and/or concede any asserted liability shall be subject tothe Buyer’s consent, not to be unreasonably withheld, conditioned or delayed,if ASC’s proposed settlement, compromise or concession would adversely affectsuch Tax liability of a Company in a Post-Closing period; provided, however,if the Buyer does not provide ASC with such consent, and ASC shall pay to theBuyer the amount that ASC was willing to pay the Taxing authority to settle theasserted Tax liability, ASC shall be released by the Buyer from allindemnification obligations thereto pursuant to Section 11.1 and the Buyershall assume control over the conduct of such Contest and shall have all rightsif such Contest does not involve any issues for which ASC remains liable underthis Article XI to make decisions, settle, compromise, and/or concede suchasserted liability.

(e)           Notwithstandinganything contained in this Section 11.5 to the contrary, none of the Buyer orthe Companies shall be required to permit ASC to contest any claim; provided,however, that the Tax Indemnifying Parties shall have no obligation topay, indemnify or reimburse the Buyer or the Companies for any amounts that theBuyer or the Companies pay without the prior approval of ASC (which may not beunreasonably withheld or delayed if the related indemnification obligation doesnot have a material economic impact on ASC or the Indemnifying Parties) withrespect to a claim ASC timely elects to contest but is not permitted to contestunder this Section 11.5(e).

(f)            Notwithstandinganything contained in this Section 11.5 to the contrary, ASC shall not, withoutthe prior written consent of the Buyer (which consent shall not be unreasonablywithheld, contained or delayed), settle, compromise or concede any assertedliability unless ASC has (i) paid or otherwise satisfied the asserted liabilityon or prior to the date of such settlement, compromise or concession, or (ii)obtained, as an unconditional term of such

55

----

settlement, compromise orconcession, an unconditional release, issued by the applicable taxing authorityin favor of the Companies, for all responsibility in respect of the assertedliability.

11.6         Tax Treatment ofIndemnification Payment.  The partiesagree to treat any indemnity payment made under this Agreement as an adjustmentto the Purchase Price for all Tax purposes.

11.7         338(h)(10) Election.

(a)           Section 338(h)(10)Election; Allocation of “Adjusted Grossed-Up Basis.”  ASC and the Buyer shall elect under Section338(h)(10) of the Code to treat the sale of the Stock as a sale by theCompanies and their respective Subsidiaries of all of their respective assets(the “Section 338(h)(10) Election”) and shall make any such availableelection under any substantially similar state or local law.  The making of the Section 338(h)(10) Electionshall not increase the Purchase Price. Subject to Section 13.3, ASC shall pay any Tax associated with theSection 338(h)(10) Election and any analogous election made under state orlocal law.  Each party shall take suchactions as the other parties deem necessary to effect the Section 338(h)(10)Election (including, without limitation, the timely filing of Internal RevenueService Form 8023 (Corporate Qualified Stock Purchase Elections)).

(b)           Allocation.  On or before the date that is 30 days afterthe Closing Date, the Buyer shall provide to ASC a proposed allocation of thePurchase Price for the deemed sale of assets resulting from the making of theSection 338(h)(10) Election, setting forth the estimated fair market values ofthe assets of each Company and each of their respective Subsidiaries.  On or before the date that is 60 days afterthe Closing Date, ASC and the Buyer shall cooperate in developing and agreeupon a final allocation of such Purchase Price (the “Final Allocation”).  ASC and the Buyer shall cooperate indeveloping the Final Allocation.

(c)           Forms.  On or before the date that is ten days beforethe Closing Date, ASC shall provide to the Buyer drafts of all forms, togetherwith all drafts of required attachments thereto, other than allocation of thePurchase Price, required for making the Section 338(h)(10) Election and anysuch available election under any substantially similar state or local law ifrequested by the Buyer (the “Election Forms”).  On the Closing Date, ASC shall deliver to theBuyer the Election Forms, properly executed by ASC.  ASC and the Buyer shall cooperate in draftingand making final the Election Forms.  Ifthe parties have not reached agreement with respect to the allocation schedule,then the dispute shall be presented to an independent accounting firm mutuallyagreed upon by the Buyer and ASC, whose determination shall be binding on bothparties.  The fees and expenses of suchaccounting firm shall be paid one-half by the Buyer and one-half by ASC.  ASC shall be responsible for filing theElection Forms with the proper taxing authorities, provided that the Buyershall be responsible for filing any Election Form that must be filed with itsTax Returns.

56

----

(d)           Modification;Revocation.  The Buyer and ASC eachagree that it shall not, and shall not permit any of its respective Affiliatesto, take any action to modify the Election Forms following the executionthereof, or to modify or revoke the Section 338(h)(10) Election, or any suchavailable election under any substantially similar state or local law,following the filing of the Election Forms, without the written consent of theBuyer or ASC, as the case may be.

(e)           Consistent Treatment.  The Buyer and ASC shall, and shall causetheir respective Affiliates to, file all Tax Returns in a manner consistentwith the information contained in the Election Forms as filed and the FinalAllocation, unless otherwise required because of a change in applicable tax law.

(f)            Expenses Resultingfrom Section 338(h)(10) Elections. The Buyer and its Affiliates, on the one hand, and ASC and itsAffiliates, on the other hand, shall bear their respective administrative,legal and similar expenses resulting from the making of the Section 338(h)(10)Election and any such available elections under any substantially similar stateor local law.

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

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

**ARTICLEXII**

**TERMINATION**

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

(a)           by the written mutualconsent of the parties hereto;

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

57

----

(c)           upon written notice atany time on or after July 31, 2007 (the “Termination Date”), by theSellers, on the one hand, or the Buyer, on the other hand, if the Closing hasnot occurred by such date; provided, however, that (i) if any ofthe Sellers is seeking termination, then none of the Sellers is in breach inany material respect of their respective representations, warranties, covenantsor agreements contained in this Agreement or (ii) if Buyer is seekingtermination, then Buyer is not in breach in any material respect of any of itsrepresentations, warranties, covenants or agreements contained in thisAgreement**;**and providedfurther,however, that the Sellers may elect to extend the date of theTermination Date by up to 60 additional days if the condition set forth inSection 7.4(a) shall have not been satisfied and the parties shall havereceived a “second request” or the equivalent from the applicable GovernmentalAuthorities under the HSR Act; and

(d)           upon written notice bythe Sellers, on the one hand, or by the Buyer, on the other hand, to the otherparty if the other party (being any of the Sellers or the Buyer) is in materialbreach of any of its representations, warranties, covenants or agreementshereunder (which breach continues unremedied by such party for thirty (30) daysafter written notice thereof to such party); provided, however,that if such other party is Buyer, it shall not be entitled to such 30-dayperiod if it is in default of its obligation to pay the Purchase Price to theSellers on the Closing Date as provided herein; and provided, further,that (i) if any Seller is seeking termination, then no Seller is then in breachin any material respect of its respective representations, warranties,covenants or agreements contained in this Agreement or (ii) if Buyer is seekingtermination, then Buyer is not then in breach in any material respect of any ofits representations, warranties, covenants or agreements contained in thisAgreement.

12.2         Other Agreements;Material To Be Returned.

(a)           In the event that thisAgreement is terminated pursuant to Section 12.1, the transactions contemplatedby this Agreement and the Related Documents shall be terminated, withoutfurther action by any party hereto, and the Sellers on the one hand and theBuyer on the other hand shall immediately enter into, or cause their relevantAffiliates to enter into, written consents to terminate each of the RelatedDocuments that have become effective prior to the date of such termination.

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

(i)            The Buyer shall returnto Sellers or destroy all documents and other material received from theSellers, their Affiliates or any of their respective Representatives relatingto the Resorts or the transactions contemplated by this Agreement and theRelated Documents, whether obtained before or after the execution of thisAgreement; and

58

----

(ii)           The Buyer agrees thatall confidential information received by the Buyer or their Affiliates or itsRepresentatives with respect to either of the Sellers, the Companies, theResorts or this Agreement or any of the Related Documents or the transactionscontemplated hereby or thereby shall be treated in accordance with theConfidentiality Agreement, which shall remain in full force and effectnotwithstanding the termination of this Agreement, in accordance with Section9.7.

12.3         Effect of Termination.  In the event that this Agreement shall beterminated pursuant to Section 12.1 hereof, all obligations of the partieshereto under this Agreement shall terminate and become void and of no furthereffect and there shall be no liability of any party hereto to any other partyexcept (a) for the obligations with respect to confidentiality and publicitycontained in Section 9.7 hereof, (b) as set forth in Section 13.3 in respect ofcertain fees and expenses, (c) the obligations with respect to brokerscontained in Sections 3.16 and 4.6 and (d) this Article XII; provided, however,that no party hereto shall be relieved from liabilities arising out of anywillful breach of its representations and warranties, or for any breach of itscovenants or other agreements contained in this Agreement.

**ARTICLEXIII**

**MISCELLANEOUS**

13.1         Complete Agreement.  This Agreement, the Related Documents (ifany) and the Schedules and Exhibits attached hereto and thereto and thedocuments referred to herein (including the Confidentiality Agreement referredto in Section 9.7) and therein shall constitute the entire agreement betweenthe parties hereto with respect to the subject matter hereof and thereof andshall supersede all previous negotiations, commitments and writings withrespect to such subject matter.

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

13.3         Fees and Expenses.  Except as otherwise expressly provided inthis Agreement, ASC shall pay all of the fees and expenses incurred by theSellers and the Buyer shall pay all of the fees and expenses incurred by it, inconnection with this Agreement, the Related Documents and the transactionscontemplated hereby and thereby. Notwithstanding the foregoing, the Buyer, shall be responsible for thepayment of (i) all real estate transfer taxes and sales taxes payable as aresult of the consummation of the transaction contemplated hereby, and (ii) theHSR Act filing fee.

59

----

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

13.5         Notices.  All notices, requests, consents and demands toor upon the respective parties hereto shall be in writing, and, unlessotherwise expressly provided herein, shall be deemed to have been duly given ormade (a) if delivered by hand (including by overnight courier), when delivered,(b) on the day after delivery to a nationally recognized overnight carrierservice if sent by overnight delivery for next morning delivery, and (c) in thecase 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 ofreceipt, receipt and due notice under this Agreement shall be deemed to havebeen made on the immediately following Business Day, and (y) notice shall besent to the address of the party to be notified, as follows, or to such otheraddress as may be hereafter designated by the respective parties hereto inaccordance with these notice provisions:
| If to the Buyer, to:   |
|------------------------|
|                   |   |
|                   | Roland  Andreasson |
|                   | Chief Financial  Officer |
|                   | Boyne USA, Inc. |
|                   | P.O. Box 19 |
|                   | Boyne Falls, MI  49713 |
|                   |   |
| With a copy to:        |
|                   |   |
|                   | Ross Agre, Esq. |
|                   | P.O. Box 2304 |
|                   | Edwards, CO  81632 |
|                   |   |
| If to the Sellers, to: |
|                   |   |
|                   | c/o American  Skiing Company |
|                   | One Monument Way |
|                   | Portland, ME  04101 |
|                   | Attention: | Foster A. Stewart, Jr., Esq. |
|                   |   | General Counsel |
|                   | Facsimile: | (207) 791-2607 |

 

60

----

 
| and a copy to: |
|----------------|
|           |   |
|           | Pierce Atwood  LLP |
|           | One Monument  Square |
|           | Portland, ME  04101 |
|           | Attention: | David J. Champoux, Esq. |
|           | Facsimile: | (207) 791-1350 |

 

13.6         Venue.  Any legal suit, action or proceeding arisingout of or relating to this Agreement may be instituted in any federal or statecourt in Cumberland County, Maine and each party hereto waives any objectionwhich it may now have or hereafter have to the laying of venue of any suchsuit, action or proceeding in Cumberland County, Maine and each party heretohereby irrevocably submits to the jurisdiction of any such court in CumberlandCounty, Maine in any action, suit or proceeding.

13.7         GOVERNING LAW; WAIVEROF JURY TRIAL.

(A)          THIS AGREEMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MAINEWITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.

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

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

13.9         Interpretation.  All pronouns and any variations thereof referto the masculine, feminine or neuter, singular or plural, as the context mayrequire.  All terms defined in thisAgreement in one form have correlative meanings when used herein in any otherform.  Any capitalized terms used in anySchedule or Exhibit but not otherwise defined therein shall have the meaning asdefined in this Agreement.  When areference 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 Scheduleto, this Agreement unless otherwise indicated. For all purposes hereof, the terms “include”, “includes” and “including”shall be deemed to be followed by the words “without limitation”.

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

13.11       Successors.  This Agreement and all of the provisions hereofshall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and permitted

61

----

assigns.  Neither this Agreement nor any of the rights,interests or obligations hereunder shall be assigned by any of the parties heretoexcept with the prior written consent of the other parties or by operation oflaw; provided, however, that Buyer may assign any or all of itsrights or delegate any or all of its duties under this Agreement to anyAffiliate without the prior written consent of Sellers; providedfurther,however, that the Buyer shall remain liable for its obligations andduties under this Agreement notwithstanding any such assignment.

13.12       Remedies.

Except asotherwise provided herein, any and all remedies herein expressly conferred upona party shall be deemed cumulative with and not exclusive of any other remedyconferred hereby, or by law or equity upon such party, and the exercise by aparty of any one remedy shall not preclude the exercise of any other remedy.  The parties hereto agree that irreparabledamage would occur in the event that any of the provisions of this Agreementwere not performed in accordance with their specific terms or were otherwisebreached.  It is accordingly agreed thatthe parties shall be entitled to an injunction or injunctions to preventbreaches of this Agreement and to enforce specifically the terms and provisionsof this Agreement, without proof of actual damages, this being in addition toany other remedy to which the parties are entitled at law or in equity.

13.13       Third Parties.  Except as provided in Article V and Sections10.2 and 10.3, nothing herein expressed or implied is intended or shall beconstrued to confer upon or give any Person, other than the parties hereto andtheir successors and permitted assigns, any rights or remedies under or byreason of this Agreement.

13.14       Severability.  If any provision of this Agreement shall bedeclared by any court of competent jurisdiction to be invalid, illegal orunenforceable in any respect, the other provisions shall not be affected bysuch invalidity, illegality or unenforceability, but shall remain in full forceand effect.

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

13.16       NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIESOF THE SELLERS SPECIFICALLY CONTAINED IN ARTICLE III OR A WRITING DELIVERED BYA SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, NONE OF SELLERS, THECOMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KINDWHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATEDHEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTERINVOLVING, THE COMPANIES, THE RESORTS OR SELLERS.  IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDEDIN ARTICLE III, NONE OF SELLERS, THE COMPANIES OR ANY OTHER PERSON MAKES ANYREPRESENTATION OR

62

----

WARRANTY WITH RESPECT TOANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE BUYER, INCLUDINGIN ANY “DATA ROOMS,” IN CONNECTION WITH ANY MANAGEMENT PRESENTATIONS, OR INCONNECTION WITH ANY OTHER MATTER (INCLUDING, WITHOUT LIMITATION, THE PROVISIONOF ANY BUSINESS OR FINANCIAL ESTIMATES AND PROJECTIONS AND OTHER FORECASTS ANDPLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS UNDERLYING SUCHESTIMATES, PROJECTIONS OR FORECASTS)).

13.17       CONDITION OF THEBUSINESS.  EXCEPT AS EXPRESSLY SETFORTH IN ARTICLE III OR A WRITING DELIVERED BY A SELLER PURSUANT TO THE TERMSOF THIS AGREEMENT AND WITHOUT LIMITING THE PROVISIONS OF SECTION 13.16, THECOMPANIES ARE BEING SOLD WITH THEIR ASSETS AND THE RESORTS IN THEIR “AS IS”CONDITION, AND NONE OF SELLERS, THE COMPANIES OR ANY OTHER PERSON MAKES ANYOTHER REPRESENTATIONS OR WARRANTIES, WHATSOEVER, EXPRESS OR IMPLIED, RELATINGTO SUCH ASSETS, THE RESORTS, OR THE COMPANIES, INCLUDING ANY REPRESENTATION ORWARRANTY (A) AS TO THE FUTURE SALES OR PROFITABILITY OF THE BUSINESS AS IT WILLBE CONDUCTED BY THE BUYER OR (B) ARISING BY STATUTE OR OTHERWISE IN LAW, FROM ACOURSE OF DEALING OR USAGE OF TRADE.  ALLSUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BYTHE SELLERS.

13.18       NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIESOF THE BUYER SPECIFICALLY CONTAINED IN ARTICLE IV, NEITHER THE BUYER NOR ANY OTHERPERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS ORIMPLIED, WITH RESPECT TO EITHER THE TRANSACTIONS CONTEMPLATED HEREBY OR THECONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THEBUYER.  IN ADDITION, EXCEPT ASSPECIFICALLY PROVIDED IN ARTICLE IV, NEITHER THE BUYER NOR ANY OTHER PERSONMAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTSOR MATERIAL MADE AVAILABLE TO THE SELLERS.

13.19       INDEPENDENTINVESTIGATION.  BUYER HEREBY ACKNOWLEDGESAND AFFIRMS THAT IT HAS CONDUCTED AND COMPLETED ITS OWN INVESTIGATION, ANALYSISAND EVALUATION OF THE COMPANIES, THEIR RESPECTIVE ASSETS AND THE RESORTS, THATIT HAS MADE ALL SUCH REVIEWS AND INSPECTIONS OF THE RESULTS OF OPERATIONS,CONDITION (FINANCIAL AND OTHERWISE) AND PROSPECTS OF SUCH ASSETS, THE RESORTSAND THE COMPANIES AS IT HAS DEEMED NECESSARY OR APPROPRIATE, AND THAT IN MAKINGITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONSCONTEMPLATED HEREBY IT HAS RELIED SOLELY ON (A) ITS OWN INVESTIGATION, ANALYSISAND EVALUATION OF THE RESORTS AND (B) THE REPRESENTATIONS, WARRANTIES ANDCOVENANTS OF THE SELLERS CONTAINED IN THIS AGREEMENT.

63

----

IN WITNESSWHEREOF, each of the parties hereto has caused this Agreement to be executed byits duly authorized representatives as of the day and year first above written.
|   | SUNDAY RIVER SKIWAY  CORPORATION |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              | /s/ Foster A.  Stewart, Jr. |   |
|   |                             | Name: Foster A.  Stewart, Jr. |   |
|   |                             | Title: Senior  Vice President |
|   |                             |   |
|   | SUGARLOAF MOUNTAIN CORPORATION   |
|   |                             |   |
|   |                             |   |
|   | By:                              | /s/ Foster A. Stewart, Jr. |   |
|   |                             | Name:  Foster A.  Stewart, Jr. |
|   |                             | Title:  Senior Vice President |
|   |                             |   |
|   | S-K-I LTD.                       |
|   |                             |   |
|   |                             |   |
|   | By:                              | /s/ Foster A. Stewart, Jr. |   |
|   |                             | Name:  Foster A.  Stewart, Jr |
|   |                             | Title:  Senior Vice President |
|   |                             |   |
|   | AMERICAN SKIING  COMPANY         |
|   |                             |   |
|   |                             |   |
|   | By:                              | /s/ Foster A. Stewart, Jr. |   |
|   |                             | Name:  Foster A.  Stewart, Jr |
|   |                             | Title:  Senior Vice President |
|   |                             |   |
|   |                             |   |
|   | BOYNE USA, INC.                  |
|   |                             |   |
|   |                             |   |
|   | By:                              | /s/ Stephen Kircher |   |
|   |                             | Name:  Stephen Kircher |
|   |                             | Title:  President – Boyne Eastern Operations |

 

64

----