Exhibit
10.1




 





PURCHASE AGREEMENT


by and among


SUNDAY
RIVER SKIWAY CORPORATION


SUGARLOAF
MOUNTAIN CORPORATION


S-K-I
LTD.


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 SKIWAY
CORPORATION, a Maine corporation (“SRSC”), SUGARLOAF MOUNTAIN
CORPORATION, a Maine corporation (“SMC”), S-K-I LTD., a Delaware
corporation (“SKI”), AMERICAN SKIING COMPANY, a Delaware corporation (“ASC”, and together with SKI, the “Sellers”), and BOYNE USA, INC., a Michigan
corporation (“Buyer”), for the sale and purchase of all of the
outstanding 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 and
BBD, and SKI owns all of the Stock of SMC;


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


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


ARTICLE I


CERTAIN DEFINITIONS


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


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


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


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













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


“BBD” means Blunder Bay Development, Inc., a
Maine corporation.


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


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


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


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


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


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


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


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


“Contamination” means the actual or threatened
presence of, or Release at, in, on, under, from or to the environment of any
Hazardous Substance, excepting the routine storage, handling, management and
use of Hazardous Substances from time to time in the ordinary course of
business in strict compliance with Environmental Laws and with good commercial
practice.


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



 2
 









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


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


“Environmental Claims” means, with respect to
either Company and its Subsidiaries, and the Real Property, any and all claims,
demands, actions and/or proceedings brought or instigated by any Governmental
Agency or other third party in connection with any Environmental Law (including
without limitation civil, criminal and/or administrative proceedings), whether
or not seeking costs, damages, penalties or expenses, and/or any and all third
party claims, actions, demands or proceedings (including without limitation
those based on negligence, trespass, strict liability, nuisance, or toxic tort)
due to any actual or threatened Release of a Hazardous Substance, and whether
or 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 to
Environmental Laws and (b) any and all Demands seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief for
Environmental Liabilities resulting from a Release or otherwise arising from an
Environmental Condition.


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


“Environmental Law” means all federal, state
and local Laws pertaining or relating to or purporting to relate to the
handling, use, presence, disposal, Release or threatened Release of any
Hazardous Substance, noise, wetlands, Contamination or any injury or threat of
injury to persons or property, the protection of the environment, natural
resources and human health and safety, including, without limitation: (a) the
Comprehensive 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) the
Toxic Substances Control Act, as amended, as each of the foregoing are in
effect on the date of this Agreement, and including analogous applicable Laws
of the State of Maine pertaining to the environment, natural resources and
employee health and safety.


“Environmental Liability” means any and all
Liabilities, 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 any
Environmental Claim by any private Person or Governmental Agency.



 3
 









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


“ERISA Affiliate”
means any entity which is (or at any relevant time was) a member of a “controlled
group of corporations” with, under “common control” with, or a member of an “affiliated
service group” with 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 of
Section 4001(b)(1) of ERISA.


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


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


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


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


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


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


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


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



 4
 









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


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


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


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


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



 5
 









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


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


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


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


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


“Material Adverse Effect”
means a material adverse effect upon (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 any
Related Document, or (iii) the ability of either Seller to perform its
obligations under this Agreement; provided, however, that “Material
Adverse Effect” shall not include any change, effect, condition, event or
circumstance (collectively, “Events”) arising out of, or attributable to
(i) general economic conditions, changes, effects, events or circumstances,
except to the extent such Events disproportionately affect such Resort, (ii)
changes, effects, conditions, events or circumstances that generally affect the
ski, resort or hospitality industries, except to the extent such Events
disproportionately affect such Resort, (iii) in the case of either Resort, any
effect which the financial condition of ASC may have on the terms and
conditions on which inventory or other assets are purchased by such Resort
(provided that such effect will be taken into account for purposes of this
definition of Material Adverse Effect only to the extent such effect would
reasonably be expected to have a material adverse effect (taking into account
the reasonably expected duration of said effect) on such Resort following the
Closing), (iv) any acts of terrorism or acts of war, whether occurring within
or outside the United States, or any effect of any such acts on general
economic or other conditions, except to the extent such Events
disproportionately affect such Resort, (v) any climatic or weather condition,
except to the extent of any damage or destruction of the assets of such Resort
which has a material and adverse effect on such Resort and which is caused by
such damage or destruction, (vi) changes arising from the consummation of the
transactions contemplated hereby or the announcement of the execution of this
Agreement.



 6
 









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


“Mountainside” means Mountainside, a Maine
corporation 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, have
contributed, are obligated to contribute or have been obligated to contribute.


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


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


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


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



 7
 









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


“Release” means any actual or threatened
presence 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) of
Hazardous Substances, whether intentional or unintentional, including in
violation of Environmental Laws.


“Resorts” means
the mountain resorts operated by SMC known as Sugarloaf Resort located in
Carrabassett Valley, Maine and by SRSC known as Sunday River Resort located in
Newry, Maine.


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


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


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


“SRL” means Sunday River Ltd., a Maine
corporation.


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



 8
 









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


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


“Title Company” means First American Title
Insurance Company.


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


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


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


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


	
  Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
  Preamble

  
	
  ASC

  	
   

  	
  Preamble

  
	
  ASC-Level
  Financings

  	
   

  	
  1.1

  
	
  Assignments

  	
   

  	
  7.6

  
	
  Base Balance
  Sheet

  	
   

  	
  1.1

  
	
  Base Balance
  Sheet Date

  	
   

  	
  1.1

  
	
  Buyer

  	
   

  	
  Preamble

  
	
  Buyer
  Indemnitees

  	
   

  	
  10.2

  
	
  Buyer Trade
  Names

  	
   

  	
  9.6(b)

  
	
  Capital Program

  	
   

  	
  3.7

  
	
  Companies

  	
   

  	
  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                                 Sale
and Purchase of Stock.  At the
Closing, upon the terms and subject to the conditions of this Agreement, ASC
and SKI shall sell to the Buyer, and the Buyer shall purchase from ASC and SKI,
the Stock.  The aggregate purchase price
for 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 Short
Form Purchase and Sale Agreement (the “Tempest Agreement”), dated as of January
18, 2006, between SRSC and Fort Point Real Estate Company, Inc. (the “Purchase
Price”).  In addition, at the Closing,
Buyer shall reimburse Seller (a) the amount actually expended prior to the
Closing Date by ASC or its Affiliates with respect to the items described on
the 2007-08 Capital Expenditure Plan for the Resorts pursuant to Section
3.7(b) of the Seller Disclosure Letter, plus (b) any amounts paid by ASC or
its Affiliates subsequent to the Base Balance Sheet Date and prior to the
Closing Date as prepayments under the equipment leases for the snow-grooming
equipment located at the Resorts and listed on Section 2.1 of the Seller
Disclosure Letter.  At the Closing, the
Buyer 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, by
an instrument or instruments reasonably satisfactory to ASC.  ASC shall reassign to Buyer such mortgage
upon receipt by ASC of the payment contemplated by clause (ii) above.


2.2                                 Payment
at the Closing, Subsequent Payment. 
At the Closing, the Buyer shall (subject to Section 10.6 hereof) pay the
Initial Purchase Price and the reimbursement contemplated by Section 2.1 hereof
by wire transfer of immediately available funds to ASC.  The balance of the Purchase Price shall be
paid by wire transfer to ASC of immediately available funds by Fort Point
pursuant to the terms of the Tempest Agreement.


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF

THE SELLERS


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


3.1                                 Organization
and Qualification.


(a)                                  Each Company has previously
delivered to or made available to the Buyer, prior to the date hereof, a complete
and correct copy of: the Certificate of Incorporation and bylaws (or similar
organizational documents) of such Company and each Subsidiary, as each of the
same may have been amended, each of which is in full force and effect.  Each of SMC, SRSC, SRL, BBD, and Mountainside
is a corporation duly formed, validly existing and in good standing under the
laws 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 presently
owned or conducted.


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


3.2                                 Title
to the Stock.  ASC owns, and as of
the Closing Date will own, beneficially and of record, free and clear of any
Lien with full right, power and authority to transfer, convey and deliver, the
SRSC, 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, power
and authority to transfer, convey and deliver, the SMC Stock, and, upon
delivery of and payment for the Stock at the Closing as herein provided, ASC
and SKI, as applicable, will convey to the Buyer good and valid title thereto,
free and clear of any Lien.  The Stock
consists of all of the issued and outstanding capital stock in each Company, as
the same is set forth in Section 3.2 of the Seller Disclosure Letter.  Except for the rights of Buyer under this
Agreement, there is no outstanding right, warrant, subscription, call,
preemptive right, option or other agreement or outstanding offer of any kind to
sell, purchase, encumber or otherwise convey, transfer, encumber or dispose of
any right, title and/or interest in and to the Stock and there is no
outstanding debt or security which is convertible into same, and no other
Person has any legal, beneficial or equitable right, title or interest in
and/or to the Stock.  Upon consummation
of 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 or
with the consent of Buyer).  There are no
voting trusts, proxies, or other agreements or understandings with respect to
the voting of the Stock.


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


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



 12
 









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


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


3.6                                 No
Governmental Authorization or Consent Required.  Except as set forth on Section 3.6 of
the Seller Disclosure Letter and except for compliance with any applicable
requirements of the HSR Act and the Federal Communications Commission (the “FCC”), no authorization or approval or other
action by, and no notice to or filing with, any Governmental Agency will be
required to be obtained or made by any of ASC, SKI or any Company or any of
their respective Subsidiaries in connection with the due execution and delivery
by ASC, SKI and the Companies of this Agreement and the consummation by such
Persons of the transactions contemplated hereby, other than such
authorizations, approvals, notices or filings with any Governmental Agency
that, if not obtained or made, would not materially and adversely affect,



 13
 









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


3.7                                 Financial
Statements.  The Financial Statements
and the Interim Financial Statements fairly present, in all material respects,
the financial position of the Companies and their respective Subsidiaries, the
results of operations, stockholder’s equity and cash flows for the periods
indicated, all in conformity with GAAP applied on a consistent basis (except,
in the case of the Interim Financial Statements, for the absence of footnotes
and year end adjustments).  The Financial
Statements and the Interim Financial Statements have been accurately derived
from the books and records of the Companies and their respective
Subsidiaries.  Neither the Companies nor
any of their respective Subsidiaries have any material indebtedness, obligations
or other liabilities of a kind required to be disclosed in its financial
statements under GAAP other than those (i) fully reflected in, reserved against
or otherwise described in the Base Balance Sheet; (ii) incurred in the ordinary
course of business since the Base Balance Sheet Date (including work in
progress on capital expenditures which are contemplated by the capital
expenditures program set forth on Section 3.7(b) of the Seller
Disclosure Letter (the “Capital Program”)) or (iii) set forth on Section
3.7(a) of the Seller Disclosure Letter.


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


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


3.10                           Compliance
with Laws.  As of the date hereof,
except as set forth in Section 3.10(i) of the Seller Disclosure Letter,
no investigation or material review by any Governmental Agency with respect to
any Company or any of their respective Subsidiaries or their properties or
assets 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 their
respective Subsidiaries, has received any notice or communication of any
noncompliance by any Company or any of their respective Subsidiaries in any
material respect with any applicable Laws or Approvals, including without
limitation any applicable Laws with respect to the Laws and standards of any
Tramway Authorities, that has not been cured as of the date hereof.  Except as set forth on Section 3.10(iii)
of the Seller Disclosure Letter, any of the Companies and their respective
Subsidiaries is currently conducting, and has at all times since December 31,
2003 conducted, their respective businesses in compliance in all material
respects with all applicable Laws and Approvals.



 14















3.11         Insurance.


(a)           Section 3.11(a)
of the Seller Disclosure Letter sets forth as of the date hereof a description
of each insurance policy (the “Insurance Policies”) of each Company and
its Subsidiaries.  Except as noted on Section
3.11(a) of the Seller Disclosure Letter and as of the date hereof, (i) all
Insurance Policies are in full force and effect and all premiums due and
payable thereunder have been paid in full and will not in any way be adversely
affected by, or terminate or lapse by reason of, the transactions contemplated
by this Agreement, (ii) there are no pending claims in excess of $50,000 under
any Insurance Policy as to which the respective insurers have denied coverage,
(iii) since July 30, 2003, each Company and its Subsidiaries have been fully
insured for worker’s compensation claims and (iv) none of the Companies nor any
of their Subsidiaries is in material breach or default under any of the
Insurance Policies, and no event has occurred which, with notice or lapse of
time, would constitute such a material breach or default, or permit
termination, modification or acceleration, under any of the Insurance
Policies.  None of the Sellers nor any
Subsidiary of any Company has received any notice from any insurance company of
such insurance company’s intention not to renew any such Insurance Policy
applicable to any Company or materially increase the premiums thereunder beyond
such premiums currently in effect, nor, to the Knowledge of the Companies, is
any such cancellation, non-renewal or premium increase threatened.  The consummation of the transactions
contemplated by this Agreement will not constitute a default under the terms
of, or result in the invalidation or termination of, any of the Insurance Policies.  All of the Insurance Policies are issued by
financially sound and reputable insurers, and are in reasonable and customary
amounts 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 any
pending worker’s compensation claims not covered by insurance.


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


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



 15
 









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


3.14         Labor Matters.


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


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


(c)           Except as set forth on Section
3.14(c) of the Seller Disclosure Letter, as of the date hereof, none of the
Sellers has received written notice of any pending or, to the Knowledge of the
Companies, threatened (i) proceedings under the National Labor Relations Act or
before the National Labor Relations Board, the Equal Employment Opportunity
Commission, the Department of Labor or any other Governmental Agency
responsible for regulating employment practices, (ii) grievances or
arbitrations, or (iii) organizational drives or unit clarification requests, in
each case against or affecting any Company or their respective
Subsidiaries.  There are no collective
bargaining agreements or similar labor agreements that any Company or any of
its respective Subsidiaries is bound by, party to or in the process of
negotiating.


3.15         Employee Benefit Plans.


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



 16
 









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


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


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



 17
 









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


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


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


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


(g)           None of the Company
Plans are “multiple employer welfare arrangements” within the meaning of
Section 3(40) of ERISA.  With respect to
any of the Company Plans which are self-insured welfare benefit plans, no
claims have been made pursuant to any such plans that have not been paid (other
than claims which have not yet been paid but are



 18
 









in the normal course of
processing) and no individual has incurred injury, sickness or other medical
condition with respect to which claims may be made pursuant to any such plans
where the liability could in the aggregate with respect to each such individual
exceed $25,000 per year.


(h)           There is no default on
behalf of any Company with respect to any of the Plans and each of the Plans is
in full force and effect, enforceable by the Companies in accordance with its
terms.  There is no Litigation pending
or, to the Knowledge of the Companies, threatened alleging any breach of the
terms of any Company Plan or of any fiduciary duties thereunder or violation of
any applicable Law with respect to any Company Plan, nor to the Knowledge of
the Companies, any arbitration, proceeding or investigation.  None of the Companies nor any ERISA Affiliate
nor any of their respective directors, officers, employees or, to the Knowledge
of 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 for
any action or failure to act in connection with the administration or
investment of any Company Plan.


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


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


3.16         Real Property.


(a)           Section 3.16(a)(1)
of the Seller Disclosure Letter is a complete and accurate list of all real
property owned by any Company or any of its Subsidiaries as of the date hereof
and which is to be acquired and owned by any Company or any of its Subsidiaries
on or prior to the Closing Date (the “Owned Real Property”).  Section 3.16(a)(2) of the Seller
Disclosure Letter is a complete and accurate list of all leases, subleases,
licenses, permits and other agreements, documents or instruments (including,
without limitation, easement agreements) and all amendments, modifications
and/or supplements thereto (collectively, the “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 improvements
covered by the Real Property Leases being herein called the “Leased Real
Property” and together with the Owned Real Property, the “Real Property”).  The Companies have made available to the
Buyer,



 19
 









prior to the date hereof,
copies of the Real Property Leases, all of which are true, complete and correct
in all material respects.  Except as set
forth in Section 3.16(a)(3) of the Seller Disclosure Letter, each Real
Property Lease is in full force and effect as to the applicable Company or its
applicable Subsidiary and, to the Knowledge of the Companies, as to the other
parties thereto.  Except as set forth in Section
3.16(a)(4) of the Seller Disclosure Letter, neither the applicable Company
nor its applicable Subsidiary nor, to the Knowledge of the Companies, any other
party to such Real Property Lease is in breach in any material respect thereof
or default in any material respect thereunder. 
The Real Property is all of the material real property that is necessary
for the operation of the business of the Companies and their respective
Subsidiaries as presently conducted. 
Except as set forth in Section 3.16(a)(4) of the Seller
Disclosure Letter, neither the Companies nor any of their respective
Subsidiaries have received notice that any party to any Real Property Lease
intends, or has threatened, to terminate or revoke all or any rights granted in
favor of any Company or its applicable Subsidiary thereunder.


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


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


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


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



 20
 









(f)            Section 3.16(f)(i)
of the Seller Disclosure Letter lists all of the Real Property Leases and other
Contracts, including any amendments, modifications and/or supplements thereto,
pursuant to which any Person has the right to use, occupy and/or possess all or
any portion of the Real Property (the “Third Party Real Property Leases”);
provided, however, that Section 3.16(f)(i) of the Seller
Disclosure Letter need not include any bookings at hotels or conference
facilities within either Resort in the ordinary course of business.  Except as set forth on Section 3.16(f)(ii)
of the Seller Disclosure Letter, (i) there are no material real property Leases
affecting the Real Property or any portion thereof, (ii) there are no material
security deposits under any real property Leases affecting the Real Property or
any portion thereof and (iii) no material tenant or other occupant is currently
entitled to any material rent concessions, rent abatements or rent credits and
no material rent concessions or rent abatements permitted under any real
property Leases are currently claimed by any material tenant(s) or occupant(s)
as a result of a default by any Company, its Subsidiaries or otherwise.  Copies of all such Third Party Real Property
Leases (including any amendments, modifications and/or supplements) which are
true, complete and correct in all material respects, have previously been made
available to Buyer prior to the date hereof. 
Except as set forth in Section 3.16(f) of the Seller Disclosure
Letter, each third Party Real Property Lease is in full force and effect and
none of the Companies nor any of their Subsidiaries nor, to the Knowledge of
the Companies, any other party to such Third Party Real Property Lease is in
breach in any material respect thereof or default in any material respect
thereunder.


(g)           Except as set forth on Section
3.16(g) of the Seller Disclosure Letter, none of the Sellers or the
Companies nor any of their respective Subsidiaries has received written notice
of, and the Companies have no Knowledge of, (i) any violations of any covenants
or restrictions affecting any Real Property including any covenants, conditions
or restrictions of or issued by any applicable condominium or home owners
association, or (ii) any violations of any zoning codes or ordinances or other
Laws of any Governmental Agency applicable to such Real Property.


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


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



 21
 









(Nothing contained herein
shall be deemed to modify the Buyer’s reimbursement obligations under Section
2.1 hereof.)


(j)            None of the Sellers or
the Companies or their Subsidiaries has received written notice from any
insurance carrier of defects or inadequacies in the Real Property which, if
uncorrected, would result in a termination of insurance coverage or a material
increase in the premiums charged therefore.


3.17         Tax Matters.


(a)           All material Tax
Returns required to be filed by or with respect to any Company and/or its
Subsidiaries on or before the date hereof have been properly prepared and
timely filed.  All such Tax Returns were
correct and complete in all material respects. 
All material Tax Returns required to be filed by or with respect to any
Company and/or its Subsidiaries after the date hereof and on or before the
Closing Date shall be properly prepared and timely filed, in a manner
consistent with prior years (except where any inconsistency is required by
applicable laws and regulations) and applicable laws and regulations.  All material Taxes due and payable by any
Company and its Subsidiaries (whether or not shown on a Tax return) have been
paid.  All material Taxes that any
Company or its Subsidiaries is or was required by Law to withhold or collect
have been duly withheld or collected and, to the extent required, have been
paid to the proper Tax authority, and have been properly reported as required
under applicable information reporting requirements.  With respect to any Taxes of any Company
and/or its Subsidiaries not yet due and payable, adequate reserves and accruals
in all material respects for such Taxes have been made in the Financial
Statements or in the Interim Financial Statements.  None of the Companies or its Subsidiaries is
currently the beneficiary of any extension of time within which to file any Tax
Return.  No claim has been made by a
Governmental Agency in a jurisdiction where any Company or its Subsidiaries do
not file Tax Returns that any such corporation is or may be subject to taxation
by that jurisdiction.


(b)           None of the Companies
nor their Subsidiaries has waived any statute of limitations in respect of any
Taxes or agreed to any extension of time with respect to a material assessment
or Tax deficiency.


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



 22
 









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


(e)           There are no material
Liens for Taxes upon the assets or properties of any Company, except for
statutory Liens for current Taxes not yet due and except for Taxes, if any, as
are being contested in good faith.  None
of the Sellers or any Company or its Subsidiaries has received any written
notice for an audit or delinquency of any Taxes with respect to any portion of the
Real Property which has not been resolved or completed.  None of the Sellers or any Company or its
Subsidiaries is currently contesting any Taxes with respect to any portion of
the Real Property except as disclosed in Section 3.17(e) of the Seller
Disclosure Letter.


(f)            None of the Companies
nor any of their Subsidiaries is a party to any agreement providing for the
allocation or sharing of Taxes.


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


(h)           None of the Companies
nor any of their Subsidiaries (i) has entered into any “reportable transaction”
within the meaning of Treasury Regulations Section 1.6011-4(b) that must be
disclosed pursuant to Section 6011 of the Code and the Regulations promulgated
thereunder, (ii) is a party to any closing agreement as defined in Section 7121
of the Code or any similar provision of state, local, or foreign Law or (iii)
has requested any private ruling from any Tax authority.


3.18         Contracts and
Commitments.  Except as set forth in Section
3.18 of the Seller Disclosure Letter, none of the Companies nor any of
their Subsidiaries is a party to:


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


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



 23
 









(c)           any material agreement
with another person or entity limiting or restricting the ability of the
applicable Company or its Subsidiaries to enter into or engage in any market or
line of business or restricting the ability of any Company or its Subsidiaries
to enter into or engage in any market or line of business or restricts or
limits the ability of any Company or its Subsidiaries to own, operate, sell,
transfer, pledge, or otherwise dispose of or encumber any of its assets or
properties;


(d)           any material brokerage
agreements;


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


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


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


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


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


(j)            any
agreement for the supply of materials or services to a Company or its
Subsidiaries (i) pursuant to which payments in excess of $50,000 in the
aggregate were made by such Company or its Subsidiaries during the prior twelve
(12) months, or (ii) that is otherwise necessary for the continued operation of
the business which is conducted prior to the Closing Date, except, in either
case, for purchases of retail inventory, insurance, or items subject to capital
leases;



 24
 









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


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


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


(n)           any
agreement with ASC or any of its Affiliates that will not be terminated prior
to the Closing;


(o)           any
sole source or exclusive supplier agreement; or


(p)           except for agreements
described in Section 3.18(a), any other agreement (or group of related
agreements) the performance of which presently requires aggregate payments be
made to or from any Company or any of its Subsidiaries in excess of $50,000 per
year or requires performance by any Company and its Subsidiaries of any
obligation for a period of time extending more than one (1) year from the date
of this Agreement.


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


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



 25
 









(a)           There
has not been, and is not now present, any Contamination at any Real Property
currently owned, leased or operated by any Company or its Subsidiaries, or any
of them (including, without limitation, in improvements, soils, groundwater,
surface water in, at, on, from or under such properties), and, to the Knowledge
of 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 with
respect to sites from which there is or has been a Release of a Hazardous
Substance, established and/or maintained or any Governmental Agency having
jurisdiction over the Real Property and any Hazardous Substances including,
without limitation, by the United States Environmental Protection Agency or the
State of Maine;


(b)           There
was no Contamination at property formerly owned, leased or operated by any
Company or its Subsidiaries, or any of them, during or, to the Knowledge of the
Companies, prior to the period of ownership or operation by the Companies and
their subsidiaries (including, without limitation in improvements, soils,
groundwater, surface water in, at on, from or under such properties), and, to
the Knowledge of the Companies, none of such 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 with respect to sites from which there is or has been a
Release of a Hazardous Substance), established and/or maintained or any
Governmental Agency having jurisdiction over the property and any Hazardous
Substances including without limitation, by the United States Environmental
Protection Agency or the State of Maine;


(c)           None
of the Companies or any of their Subsidiaries, or any of them, nor, to the
Knowledge of the Companies, any current or former tenant of any Real Property
is subject to any orders, decrees, injunctions or other arrangements with any
Governmental Agency or is subject to any indemnity or other agreement with any
third party relating to liability or other obligation under any Environmental
Law or relating to Hazardous Substances that obligates or may obligate any of
the Companies or its Subsidiaries, or any of them, to pay money;


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


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


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


(g)           There
are no actual, pending, or, to the Knowledge of the Companies, threatened
Environmental Claims including, without limitation, investigations by any
Governmental Agency, against or concerning any Company or its Subsidiaries or
any of their



 26
 









properties, assets or business, or any of them, which, if adversely
decided, singly or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on the business use currently conducted or otherwise
result in an Environmental Liability;


(h)           There
exists no material Lien affecting the business, properties or assets of any
Company or its Subsidiaries arising under Environmental Laws; and


(i)            The
Sellers have made available to the Buyer complete and legible copies of all
environmental assessments, reports, audits, communications to/from Governmental
Agencies and other documents in their possession or under their control that
relate to (i) any and all Real Property that each of the Companies and their
Subsidiaries currently own, operate, or lease or (ii) compliance with
Environmental Laws by the Companies and their Subsidiaries or any tenant at any
and all Real Property.  To the Knowledge
of the Companies, all information furnished to the Buyer concerning the Environmental
Condition of any property, prior uses of any property, and/or the operations of
the Companies and their Subsidiaries related to compliance with Environmental
Laws is accurate and complete in all material respects, and there has been no
material change in the Environmental Condition of any property of the Companies
or their Subsidiaries and no violation of any Environmental Laws by any Company
or its Subsidiaries since the most recent Phase I environmental site
assessment.


3.20         Intellectual Property.


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


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


(i)            each of the Companies
owns, or has valid right to use, free and clear of all Liens, all Intellectual
Property used or held for use in, or necessary to conduct, such Company’s
business (including (as of the Closing Date) the CORIS and WRMS software
systems as and to the extent provided in the CORIS and WRMS License



 27
 









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


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


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


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


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



 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 Title
to Assets.


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


(b)           The accounts receivable
of the Companies reflected on the Base Balance Sheet (as well as those arising
thereafter 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 by
the Companies and their Subsidiaries is of customary quality, is merchantable
and fit for the purpose for which it was procured, is owned by the Companies
and their Subsidiaries, will be (as of the Closing Date) free and clear of all
Liens, and is accurately reflected in the Interim Financial Statements.


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


(e)           Section 3.22(e) of the
Seller Disclosure Letter contains a complete and accurate listing of each
vendor with whom, during the current fiscal year, the Companies and their
Subsidiaries expended more than $50,000, excluding retail inventory, capital
leases and insurance.


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



 29















(g)           Except as set forth in Section
3.22(g) of the Seller Disclosure Letter, neither ASC nor any of its
Affiliates has issued any guarantee with respect to the indebtedness of any
Company or its Subsidiaries.


(h)           Section 3.22(h) of the
Seller Disclosure Letter contains (i) a complete listing of all outstanding
lifetime ski passes and (ii) a summary of the dollar amount of gift cards
useable at either Resort.


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


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


3.25         No Clubs.  Except as set forth in Section 3.25 of
the Seller Disclosure Letter, there are no clubs owned or operated by the
Companies 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, their
Affiliates, nor the officers, employees or agents thereof, have made any
representations, statements, promises, or agreements (either orally or in
writing) to any person or entity, including without limitation, home builders
and prospective home buyers, regarding any of the following: (a) the right to
membership in a Club or the intent to operate a Club as a private or
semi-private country club, (b) the right to play golf at a Club or ski or make
any other use of either Resort, except in the ordinary course of business, on
the same terms and conditions as offered to the public, (c) the right to
participate in the operation, management, or maintenance of either Resort or
any of the properties or assets thereof, and (d) the manner in which any Club
is to be operated, managed, maintained or improved.


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



 30
 









records in the possession
of the Sellers, the Companies or their Subsidiaries (including any electronic
records and data) prior to the Closing Date (subject to reimbursement for
Seller’s out of pocket costs).  Each
Company and its Subsidiaries maintains a system of internal accounting controls
sufficient to provide reasonable assurances that (a) transactions are executed
in accordance with management’s general or specific authorizations, (b)
transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP and to maintain asset accountability, (c)
access to assets is permitted only in accordance with management’s general or
specific authorization and (d) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.  Each Company and its Subsidiaries has
maintained all books and records required to be maintained by applicable Law
with respect to the operation of its business and the maintenance of its
properties and assets.


ARTICLE
IV


REPRESENTATIONS
AND

WARRANTIES OF THE BUYER


The Buyer
represents and warrants to ASC as follows:


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


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


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


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



 31
 









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


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


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


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


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


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


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


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



 32
 









ARTICLE
V


EMPLOYEES
AND EMPLOYEE-RELATED MATTERS


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


5.2           Benefit Plans.


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


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


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



 33
 









ARTICLE
VI


CLOSING


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


ARTICLE
VII


CONDITIONS
TO OBLIGATIONS OF

THE BUYER TO CONSUMMATE THE TRANSACTION


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


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


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


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



 34
 









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


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


7.6           Assignment.  ASC and SKI, as applicable, shall have
delivered to the Buyer stock certificates representing all of the outstanding
shares of the Stock and executed stock powers, in form and substance reasonably
satisfactory to the Buyer, concerning the Stock (the “Assignment”).


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


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


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


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


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


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



 35
 









7.13         Opinion and
Certificates.


(a)           Buyer shall have
received an opinion of counsel to ASC, SKI and the Companies as to (i) the due
organization and good standing of each such entity under the laws of its
jurisdiction of incorporation, (ii) the due authorization by all necessary
corporate action on the part of each such entity of the execution and delivery
of 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 the
transaction contemplated by this Agreement) or any Company or its Subsidiaries
and (iv) no default under or violation of any articles of incorporation or
bylaws of any of the Sellers or the Companies and their Subsidiaries.


(b)           Buyer shall have
received tax clearance certificates with respect to each of the Companies and
their respective Subsidiaries from the Maine Department of Revenue Services.


(c)           Buyer shall have
received copies of the approvals of Governmental Authorities that are required
for the consummation of the transactions contemplated by this Agreement and
which are listed on Section 7.13(c) of the Seller Disclosure Letter.


ARTICLE
VIII


CONDITIONS
TO OBLIGATIONS OF

THE SELLERS TO CONSUMMATE THE TRANSACTION


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


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


8.2           No Injunction.  No Judgment shall have been rendered in any
Litigation which has the effect of enjoining the consummation of the transactions
contemplated by this Agreement



 36
 









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


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


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


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


8.6           Letters of Credit.  The Buyer shall have provided substitute
letters of credit for each of those letters of credit furnished by (or for the
benefit of) SMC and SRSC and listed on Section 8.6 of the Seller Disclosure
Letter (the “Seller LCs”), and each of the Seller LCs shall have been
unconditionally released by the beneficiary thereof.


ARTICLE
IX


COVENANTS


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



 37
 









lawful requests of the
Governmental Agencies for additional information and documents pursuant to such
Laws.


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


9.3           Access to
Information.  Between the date of
this Agreement and the Closing Date, the Sellers shall, and shall cause their
Affiliates (to the extent reasonably required) to, upon reasonable request by
the Buyer, provide the Buyer, the Buyer’s lenders and their respective
employees, counsel, accountants and other representatives and advisors
(collectively, the “Representatives”) full access, during normal
business hours on reasonable notice (and at such other times as Buyer
reasonably requests) and under reasonable circumstances, to any and all
premises, properties, Contracts, commitments, books and records and other
information exclusively of or relating exclusively to the Stock or the
Companies and their properties and assets, or relating to the status of any
filings with Governmental Authorities made in connection with the transactions
contemplated by this Agreement (the “Company Subject Matter”); provided,
however, that the Sellers shall use their respective commercially
reasonable efforts to provide to the Buyer and its lenders any such information
that does not relate exclusively to the Company Subject Matter to the extent
such information can be segregated without undue effort from information
relating to the Sellers or their Affiliates and that is not otherwise
confidential or of a competitive nature; provided, further, that
such access may be limited to the location at which the relevant information is
normally maintained, shall not unreasonably interfere with the operations of
the Companies or their Affiliates, and shall be limited to the extent
reasonably determined to be required by the applicable law.  In furtherance of the foregoing but subject
to the limitations of this Section 9.3, the Sellers shall, and shall cause each
Company’s Subsidiaries to, permit the Buyer, the Buyer’s lenders and their
respective Representatives to have reasonable access to the Real Property to
perform, at the Buyer’s expense, any environmental testing that the Buyer
reasonably deems appropriate, including, without limitation, a Phase I
environmental site assessment of any such property pursuant to ASTM Standard E
1527-05.  Prior to the Closing Date,
neither the Buyer nor any of its Representatives shall contact or make
inquiries to any governmental agencies (other than as contemplated by Articles
VII and VIII hereof) in connection with the transactions contemplated by this
Agreement without the prior written consent of Sellers.  Sellers shall promptly notify Buyer of any
event or circumstance that could reasonably be expected to cause Sellers to
breach any representation, warranty or covenant contained in this Agreement and
promptly commence and diligently pursue reasonable actions to prevent or cure
the same.



 38
 









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


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


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


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


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


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


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


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



 39
 









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


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


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


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


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


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


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


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


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



 40
 









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


(q)           not increase the
compensation or benefits payable under any existing employment, severance or
termination policies or agreements, or enter into any employment, deferred
compensation, severance or other similar agreement (or amend any such existing
agreement) with any director, officer or employee of any Company or any
Subsidiary (except as required by applicable Law), except for anniversary date
adjustments for at-will employees;


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


(s)           not take any action
that would make any representation or warranty of Sellers hereunder untrue in
any material respect;


(t)            take all commercially
reasonable actions to cause the Companies and their Subsidiaries to preserve
their organizational structures and their goodwill;


(u)           exercise commercially
reasonable efforts to cause the Companies and their Subsidiaries to maintain
their properties and assets in good working order (ordinary wear and tear
excepted);


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


(w)          exercise commercially
reasonable efforts to cause the Companies and their Subsidiaries to maintain
their books and records in a consistent manner; and


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


9.5           Commercially
Reasonable Efforts; Further Assurances.


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



 41
 









to take or cause to be
taken all actions and to do, or cause to be done, all things necessary, proper
or advisable to ensure that the conditions set forth in Articles VII and VIII
are satisfied and to consummate and make effective the transactions
contemplated by this Agreement and the Related Documents insofar as such
matters are within their respective control.


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


(c)           Except as otherwise
expressly provided for in this Agreement, the parties hereto shall promptly
take all actions necessary to make each filing, including any supplemental
filing, which either of them may be required to make with any Governmental
Agency as a condition to or consequence of the consummation of the transactions
contemplated by this Agreement or any Related Document.


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


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


(f)            [Intentionally
omitted.]


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



 42
 









them to track the usage
of such cards, tickets and passes.  The
manner of reimbursement and access described above shall be agreed upon in good
faith by ASC and the Buyer.


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


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


(j)            The Buyer agrees to
cause the Companies to honor ASC’s obligations under the partnership marketing
arrangements set forth on Section 9.5(j) of the Seller Disclosure
Letter.  The parties agree to act in good
faith to address any such marketing arrangements which continue beyond the
2006/2007 ski season.


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


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


9.6           Use of Names; Name
Change.


(a)           As soon as reasonably
practicable after the Closing (and in no event later than sixty (60) days after
the Closing), the Buyer shall cease (and cause the Companies to cease) to use
any written materials, including, without limitation, labels, packing
materials, letterhead, advertising materials and forms, which include the words
identified on Section 9.6(a) of the



 43
 









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


(b)           As soon as commercially
reasonably practicable after the Closing (and in no event later than sixty 60
days after the Closing), ASC shall, and shall cause its Affiliates to, cease to
use any written materials, including labels, packing materials, letterhead,
advertising materials and forms, which include the words identified on Section
9.6(b) of the Seller Disclosure Letter (collectively, the “Buyer Trade
Names”); provided, however, that ASC and its Affiliates may
use inventory, checks, application forms, product literature, sales literature
(but not letterhead, business cards or the like), trail maps, signs and the
like, each as in existence as of the Closing Date, until the earlier of the
exhaustion of such materials or the opening of the 2007/2008 ski season; and, provided,
further, that ASC and its Affiliates shall be entitled to utilize “Perfect
Turn” in connection with the operation of the Canyons Resort through the
2009-10 ski season.  .  Except as specifically provided herein, the
Sellers agree that they and their Affiliates shall not hereafter adopt or use
any trade name, trademark or service mark incorporating any of the Buyer Trade
Names or any trade name, trademark or service mark likely to indicate
endorsement or sponsorship by, or any connection with, Buyer or any of its
Affiliates.


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



 44















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


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


9.10         No Employee
Solicitation.  For a period of 12
months following the Closing, without the prior written agreement of the other
parties, (a) the Buyer and its Affiliates shall not, directly or indirectly,
solicit for employment or employ or cause to leave the employ of ASC or its
Affiliates any individual that is serving at such time as an officer of ASC or
its Affiliates; and (b) ASC and its Affiliates shall not, directly or
indirectly, solicit for employment any individual that is employed at such time
by any Company or any of its Subsidiaries provided that the use of a general
solicitation (such as advertisement) not specifically directed to applicable
employees will not be deemed to be a violation of the no solicitation provision
of this Section 9.10.


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



 45
 









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


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


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


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


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



 46
 









Affiliates for the
benefit of the Companies and their respective Subsidiaries prior to the
Closing, and for all obligations of ASC and its Affiliates in respect thereof
to be terminated, with, in each case, such substitution, removal, release and
termination to be in form and substance reasonably satisfactory to ASC.  The Buyer agrees to indemnify and hold
harmless ASC and its Affiliates from and against and in respect of
Indemnifiable Losses incurred by ASC and its Affiliates under or pursuant to
any such guarantee or letters of comfort.


9.14         Third Party Contracts
and Cross Default Provisions.


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


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



 47
 









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


9.15         Patriot Act.  The Sellers and their respective officers and
principals shall not transfer the proceeds obtained as a result of this
Agreement to any person or entity listed on the Office of Foreign Assets
Control list as “Terrorists” and “Specially Designated Nationals and Blocked
Persons”, or otherwise be in violation of the International Money Laundering
Abatement and Financial Anti-Terrorism Act of 2001. 


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


ARTICLE
X


SURVIVAL
AND INDEMNIFICATION


10.1         Survival.  The representations and warranties contained
in Articles III and IV hereof and the covenants and agreements of the parties
contained herein to be performed on or prior to the Closing shall terminate
upon consummation of the Closing; provided, however, that the
representations and warranties in Sections 3.1, 3.2, 3.4, 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 survive
the Closing for a period of one (1) year. 
The covenants of the Sellers and the Buyer contained in this Agreement
which by their terms require action following the Closing shall survive the
Closing.


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


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



 48
 









made by Sellers in this
Agreement or in any other document, instrument or agreement entered into in
connection herewith; (c) any loss or liability incurred by Buyer, any of the
Companies or any of their respective Subsidiaries arising out of development
obligations (other than obligations related to maintenance or operations) with
respect to the Summit Hotel at the SRSC Resort; (d) any loss or liability
incurred by Buyer, any of the Companies or any of their respective Subsidiaries
arising out of the matter described in paragraph 3 of Section 3.12 of
the Seller Disclosure Letter (to the extent in excess of (i) any insurance
reimbursement received by a Buyer Indemnitee in connection with such matter and
(ii) the portion of any such settlement or award that benefits SRSC by virtue
of its ownership interest in the Hotel involved in such matter); and (e) any
breach of the Confidentiality Agreement made herein in favor of Buyer; provided
that such indemnification obligation shall only arise with respect to losses
and liability suffered or incurred as a result of any breach of any
representation or warranty (subject to 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; provided, however, that the liability of
Sellers hereunder, excluding any liability arising pursuant to clause (c) or
clause (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 and
liability to the extent exceeding $250,000, but in no event shall the liability
of the Sellers with respect thereto exceed $1,000,000 in the aggregate and
that, with respect to clause (d) of this Section 10.2, such indemnification
obligation shall apply to all such losses and liability.


10.3         Indemnification by the
Buyer.  Buyer shall indemnify and
hereby 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 breach
of any representation or warranty made by Buyer in this Agreement or in any
other document, instrument or agreement entered into in connection herewith
(subject to Section 10.1 hereof); (b) any breach of any covenant made by Buyer
in this Agreement or in any other document, instrument or agreement entered
into in connection herewith; and (c) any breach of the Confidentiality
Agreement made herein in favor of ASC; provided that such indemnification
obligation shall only arise with respect to losses and liability suffered or
incurred as a result of any breach of any representation or warranty (subject
to 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 on
Indemnification.


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



 49
 









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


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


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


10.6         Indemnity Escrow.  On the Closing Date, Buyer shall, on behalf
of Sellers, pay from the Initial Purchase Price to Title Company, as agent to
Buyer and Sellers (the “Escrow Agent”), in immediately available funds,
to the account designated by the Escrow Agent (the “Indemnity Escrow Account”),
an amount equal to $2,000,000 (the “Indemnity Escrow Amount”), in
accordance with the terms of this Agreement and the Escrow Agreement,
substantially in the form attached hereto as Exhibit D, which will be
executed at the Closing, by and among Buyer, Sellers and the Escrow Agent (the “Escrow
Agreement”).  Any payment any Seller
is obligated to make to any Buyer Indemnitees pursuant to this Article X shall
be paid first, to the extent there are sufficient funds in the Indemnity Escrow
Account, by release of funds to the Buyer Indemnitees from the Indemnity Escrow
Account by the Escrow Agent within five Business Days after the date notice of
any sums due and owing is given to the Sellers (with a copy to the Escrow Agent
pursuant to the Escrow Agreement) by the applicable Buyer Indemnitee and shall
accordingly reduce the Indemnity Escrow Amount and, second, to the extent the
Indemnity Escrow Amount is insufficient to pay any remaining sums due, then the
Sellers shall be required to pay all of such additional sums due and owing to
the Buyer Indemnitees by wire transfer of immediately available funds within
five 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 not
utilized to pay Buyer for any indemnification claim) to Sellers, except that
the Escrow Agent shall retain an amount (up to the total amount then held by
the Escrow Agent) equal to the amount of claims for indemnification under this
Article X asserted prior to the first anniversary of the Closing Date but not
yet resolved (“Unresolved Claims”). 
The Indemnity Escrow Amount retained for Unresolved Claims shall be
released by the Escrow Agent (to the extent not utilized to pay Buyer for any
such claims resolved in favor of Buyer) upon their resolution in accordance
with this Article X and the Escrow Agreement.


ARTICLE
XI


TAX
MATTERS


11.1         Tax Indemnification.


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


(b)           For purposes of this
Section 11.1, in order to apportion appropriately any Taxes relating to any
taxable year or period that includes an Interim Period, the parties hereto
shall, to the extent permitted under applicable law, elect with the relevant
Tax authority to treat for all purposes the Closing Date as the last day of the
taxable year or period of the Companies.



 51
 









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


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


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


11.2         Tax Refunds.  The Buyer shall pay to ASC all refunds or
credits of Taxes received by Buyer or any Company or any of their respective
Subsidiaries after the Closing Date and attributable to Taxes paid by any
Company or their Subsidiaries (or any predecessor of any Company or their
Subsidiaries) with respect to a Pre-Closing Period, net of any Taxes imposed on
such refund amount, and adjusted to reflect any Tax benefit received by the
Buyer or any Company in connection with the accrual or payment of amounts
pursuant to this Section 11.2.


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


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



 52
 









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


(c)           ASC shall deliver to
Buyer for its review any sales use, real property, transfer or other non-income
Tax Returns of the Companies that are to be filed on or prior to the Closing
Date at least 45 days prior to the due date (including extensions) of any such
Tax Return or within 15 days after the date hereof , whichever is later,
provided that any such Tax Return that is due within 15 days after the date
hereof shall be delivered to Buyer as soon as reasonably practicable, but in
any event prior to the due date (including extensions) of such Tax Return.  If the Buyer disputes any item on a Tax
Return delivered pursuant to the preceding sentence, it shall notify ASC of
such disputed item (or items) and the basis for its objection.  The parties shall act in good faith to
resolve any such dispute prior to the date on which the Tax Return is required
to be filed.  If the parties cannot
resolve any disputed item, the item in question shall be resolved by an
independent accounting firm mutually acceptable to ASC and the Buyer.  The fees and expenses of such accounting firm
shall be borne equally by ASC and the Buyer. 
Notwithstanding the foregoing, nothing in this Section 11.3(c) shall
prevent ASC or the Companies from timely filing any Tax Returns that are due
(including extensions) on or prior to the Closing Date.


11.4         Tax Cooperation.


(a)           For a period of seven
years from and after the Closing, ASC and the Buyer agree to furnish or cause
to be furnished to each other, upon request, as promptly as practicable, such
information (including access to books and records), and assistance relating to
the Companies and their respective Subsidiaries as is reasonably requested for
the filing of any Tax Returns, for the preparation of any audit, and for the
prosecution or defense of any claim, suit or proceeding related to any proposed
adjustment.  Any information obtained
under this Section 11.4(a) shall be kept confidential, except as may be
otherwise necessary in connection with the filing of Tax Returns or claims for
refund or in conducting an audit or other proceeding.  After the expiration of such seven-year
period, the Buyer or ASC, as the case may be, may dispose of



 53
 









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


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


11.5         Tax Audits.


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


(b)           Subject to the
following sentence, ASC may elect to control the conduct, through counsel
chosen by ASC and reasonably acceptable to the Buyer and at ASC’s own expense,
of any audit, claim for refund, or administrative or judicial proceeding
involving any asserted liability with respect to which indemnity may be sought
under Section 11.1, including any contest in respect of an Interim Period (any
such audit, claim for refund, or proceeding relating to an asserted Tax
liability is referred to herein as a “Contest”).  If ASC elects to control a Contest, ASC shall
within thirty (30) calendar days of receipt of the Tax Notice notify the Buyer
in writing of its intent to do so; provided, however, that the
Buyer and the Companies are authorized to file any motion, answer or other
pleading that may be reasonably necessary or appropriate to protect their
interests during such 30 day period.  If
ASC properly elects to control a Contest, then ASC shall have all rights to
settle, compromise and/or concede such asserted liability and the Buyer shall
cooperate and shall cause the Companies (and any of their



 54
 









successors) to cooperate
in each phase of such Contest.  If ASC
does not elect to control the Contest, the Buyer or the Companies may, without
affecting its or any other indemnified party’s rights to indemnification under
this Article XI, assume and control the defense of such Contest with
participation by the Sellers.


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


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


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


(f)            Notwithstanding
anything contained in this Section 11.5 to the contrary, ASC shall not, without
the prior written consent of the Buyer (which consent shall not be unreasonably
withheld, contained or delayed), settle, compromise or concede any asserted
liability unless ASC has (i) paid or otherwise satisfied the asserted liability
on or prior to the date of such settlement, compromise or concession, or (ii)
obtained, as an unconditional term of such



 55
 









settlement, compromise or
concession, an unconditional release, issued by the applicable taxing authority
in favor of the Companies, for all responsibility in respect of the asserted
liability.


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


11.7         338(h)(10) Election.


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


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


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



 56















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


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


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


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


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


ARTICLE
XII


TERMINATION


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


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


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



 57
 









(c)           upon written notice at
any time on or after July 31, 2007 (the “Termination Date”), by the
Sellers, on the one hand, or the Buyer, on the other hand, if the Closing has
not occurred by such date; provided, however, that (i) if any of
the Sellers is seeking termination, then none of the Sellers is in breach in
any material respect of their respective representations, warranties, covenants
or agreements contained in this Agreement or (ii) if Buyer is seeking
termination, then Buyer is not in breach in any material respect of any of its
representations, warranties, covenants or agreements contained in this
Agreement; and provided  further,
however, that the Sellers may elect to extend the date of the
Termination Date by up to 60 additional days if the condition set forth in
Section 7.4(a) shall have not been satisfied and the parties shall have
received a “second request” or the equivalent from the applicable Governmental
Authorities under the HSR Act; and


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


12.2         Other Agreements;
Material To Be Returned.


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


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


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



 58
 









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


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


ARTICLE
XIII


MISCELLANEOUS


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


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


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



 59
 









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


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


	
  If to the Buyer, to:

  
	
   

  	
   

  
	
   

  	
  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 arising
out of or relating to this Agreement may be instituted in any federal or state
court in Cumberland County, Maine and each party hereto waives any objection
which it may now have or hereafter have to the laying of venue of any such
suit, action or proceeding in Cumberland County, Maine and each party hereto
hereby irrevocably submits to the jurisdiction of any such court in Cumberland
County, Maine in any action, suit or proceeding.


13.7         GOVERNING LAW; WAIVER
OF JURY TRIAL.


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


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


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


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


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


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



 61
 









assigns.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties hereto
except with the prior written consent of the other parties or by operation of
law; provided, however, that Buyer may assign any or all of its
rights or delegate any or all of its duties under this Agreement to any
Affiliate without the prior written consent of Sellers; provided  further,
however, that the Buyer shall remain liable for its obligations and
duties under this Agreement notwithstanding any such assignment.


13.12       Remedies.


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


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


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


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


13.16       NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE SELLERS SPECIFICALLY CONTAINED IN ARTICLE III OR A WRITING DELIVERED BY
A SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, NONE OF SELLERS, THE
COMPANIES OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OR THE CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER
INVOLVING, THE COMPANIES, THE RESORTS OR SELLERS.  IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED
IN ARTICLE III, NONE OF SELLERS, THE COMPANIES OR ANY OTHER PERSON MAKES ANY
REPRESENTATION OR



 62
 









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


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


13.18       NO OTHER REPRESENTATIONS.  EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
OF THE BUYER SPECIFICALLY CONTAINED IN ARTICLE IV, NEITHER THE BUYER NOR ANY OTHER
PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED, WITH RESPECT TO EITHER THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
CONDITION (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE
BUYER.  IN ADDITION, EXCEPT AS
SPECIFICALLY PROVIDED IN ARTICLE IV, NEITHER THE BUYER NOR ANY OTHER PERSON
MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS
OR MATERIAL MADE AVAILABLE TO THE SELLERS.


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



 63
 









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


	
   

  	
  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