Amendment No. 1 to Securities Purchase Agreement
This Amendment No. 1 dated as of August 22, 2001 with respect
to the Securities Purchase Agreement dated as of July 15, 2001 (as amended, the
"Securities Purchase Agreement") among American Skiing Company, a Delaware
corporation (the "Company", Oak Hill Capital Partners, L.P., a Delaware limited
partnership ("OHCP"), Oak Hill Capital Management Partners, L.P., a Delaware
limited partnership ("OHCMP"), Oak Hill Securities Fund, L.P., a Delaware
limited partnership ("OHSF"), Oak Hill Securities Fund II, L.P., a Delaware
limited partnership ("OHSFII"), and OHCP Ski, L.P., a Delaware limited
partnership ("OHSKI"). OHCP, OHCMP, OHSF, OHSFII and OHSKI are collectively
referred to herein as the "Purchasers". Capitalized terms used but not otherwise
defined herein have the meanings ascribed to them in the Securities Purchase
Agreement.
WHEREAS, in accordance with the provisions of Section 8.07 of
the Securities Purchase Agreement, OHCP and OHCMP have each assigned to OHSF,
OHSFII and OHSKI the right to purchase certain of the securities initially
contemplated to be purchased by OHCP and OHCMP, and the parties desire to enter
into this Amendment for the purpose of recording the securities to be purchased
by the respective Purchasers at the Closing.
NOW THEREFORE, the signatories hereto hereby agree as follows:
1. Annex B, Annex C and Annex D to the Securities Purchase
Agreement are hereby amended to the forms thereof attached to this Amendment.
2. Exhibit E to the Securities Purchase Agreement is hereby
amended to the forms thereof attached to this Amendment.
3. The Securities Purchase Agreement is and shall remain in
full force and effect, without modification except as expressly set forth
herein.
IN WITNESS WHEREOF, the Company and the Purchasers have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.
AMERICAN SKIING COMPANY
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary
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: Vice President
OAK HILL CAPITAL MANAGEMENT
PARTNERS, L.P.
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities
GenPar, L.P.,
its general partner
By: Oak Hill Securities MGP, Inc.,
its general partner
By: /s/ ▇▇▇▇▇ ▇. August
------------------------------
Name: ▇▇▇▇▇ ▇. August
Title: President
OHCP SKI, L.P.
By: Oak Hill Capital Partners, L.P.,
its general partner
By: OHCP GenPar, L.P.,
its general partner
By: OHCP MGP, LLC,
its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
OAK HILL SECURITIES FUND II, L.P.
By: Oak Hill Securities GenPar II,
L.P., its general partner
By: Oak Hill Securities MGP II,
Inc., its general partner
By: /s/ ▇▇▇▇▇ ▇. August
------------------------------
Name: ▇▇▇▇▇ ▇. August
Title: President
ANNEX B
JSN PURCHASERS
Principal Amount of
Jurisdiction Junior Subordinated
Name and Type of Organization Notes Purchased Purchase Price
---- ------------ --------------- --------------
Oak Hill Capital Partners, L.P. Delaware L.P. $10,822,500 $10,822,500
Oak Hill Capital Management Delaware L.P. $277,500 $277,500
Partners, L.P.
Oak Hill Securities Fund, L.P. Delaware L.P. $616,667 $616,667
Oak Hill Securities Fund II, L.P. Delaware L.P. $616,666 $616,666
OHCP Ski, L.P. Delaware L.P. $166,667 $166,667
ANNEX C
COMMON SHARE PURCHASERS
Jurisdiction Number of
Name and Type of Organization Shares Purchased Purchase Price
---- ------------ ---------------- --------------
Oak Hill Capital Partners, L.P. Delaware L.P. 865,800 $865,800
Oak Hill Capital Management Partners, Delaware L.P. 22,200 $22,200
L.P.
Oak Hill Securities Fund, L.P. Delaware L.P. 49,334 $49,334
Oak Hill Securities Fund II, L.P. Delaware L.P. 49,333 $49,333
OHCP Ski, L.P. Delaware L.P. 13,333 $13,333
ANNEX D
SERIES C-1 AND SERIES C-2 ALLOCATIONS
Number of Percentage of
Jurisdiction Series C-1 Designated C-2
Name and Type of Organization Preferred Shares Share Number
---- ------------ ---------------- ------------
Oak Hill Capital Partners, L.P. Delaware L.P. 34,632 86.58%
Oak Hill Capital Management Partners, Delaware L.P. 888 2.22%
L.P.
Oak Hill Securities Fund, L.P. Delaware L.P. 1,974 4.934%
Oak Hill Securities Fund II, L.P. Delaware L.P. 1,973 4.933%
OHCP Ski, L.P. Delaware L.P. 533 1.333%