TERMINATION AGREEMENT
This Termination Agreement (the "Agreement") dated as of August 22,
2001, by and among American Skiing Company, a Delaware corporation (the
"Company"), American Skiing Company Resort Properties, Inc., a Maine corporation
and a wholly owned subsidiary of the Company ("ASCRP") and Oak Hill Capital
Partners, L.P., a Delaware limited partnership (the "Purchaser").
W I T N E S S E T H:
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WHEREAS, the Company, ASCRP and the Purchaser entered into a Securities
Purchase Agreement (as amended as of the date hereof, the "Purchase Agreement")
dated July 31, 2000;
WHEREAS, the Company, ASCRP and the Purchasers wish to terminate the
Purchase Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company, ASCRP and the Purchaser hereby agree as follows:
1. Termination. As of the date hereof, the Purchase Agreement shall be
terminated.
2. Company and ASCRP Release. In consideration for the releases
granted by the Purchaser in favor of the Company and ASCRP pursuant to this
Agreement, each of the Company and ASCRP hereby releases, forgives, waives and
discharges any and all claims of whatever nature which it now has or may have
against the Purchaser with respect to the Purchase Agreement.
3. Purchaser Release. In consideration for the releases granted by the
Company and ASCRP in favor of the Purchaser pursuant to this Agreement, the
Purchaser hereby releases, forgives and discharges any and all claims of
whatever nature which it now has or may have against the Company, ASCRP, or any
officer, director, shareholder, successor or agent of either of them with
respect to the Purchase Agreement.
4. Headings. The descriptive headings contained in this Agreement are
for convenience of reference only and shall not effect in any way the meaning or
interpretation of this Agreement.
5. Severability. If any term or other provision of this Agreement is
held invalid, illegal or incapable of being enforced by any law or public
policy, all other terms and provisions of this Agreement shall nevertheless
remain in full force and effect unless the provisions held invalid, illegal or
unenforceable shall substantially impair the benefits of the remaining
provisions hereof.
6. Assignment. This Agreement shall inure to the benefit of and be
binding on the successors and assigns of each of the parties; provided, that no
party hereto shall assign its rights under this Agreement without the prior
written consent of the other parties.
7.Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, all of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same Agreement.
8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
CONFLICTS OF LAW PRINCIPLES THEREOF THAT MIGHT INDICATE THE APPLICABILITY OF THE
LAWS OF ANY OTHER JURISDICTION.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.
AMERICAN SKIING COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President
AMERICAN SKIING COMPANY RESORT
PROPERTIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President
OAK HILL CAPITAL PARTNERS, L.P.
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: