EXHIBIT 10.14
ASSIGNMENT
THIS ASSIGNMENT is made this 30th day of May, 1997, by and between WOLF
MOUNTAIN RESORTS, L.C., a Utah limited liability company with a principal
place of business in Park City, Utah ("Wolf Mountain"), and ASC Utah, a Maine
corporation with a principal place of business in Newry, Maine.
WITNESSETH
WHEREAS, on or about January 28, 1997, Wolf Mountain and Xxxxx X. Xxxxxx,
Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxxxx X. Xxxxx, and
Xxxx X. Xxxxx (collectively "Condas") entered into an Irrevocable Option and
Real Estate Purchase Agreement Upon Exercise of Option (the "Agreement"), a
copy of which is attached as Exhibit A and is incorporated herein by
reference, pursuant to which Wolf Mountain purchased the irrevocable option to
purchase certain real property as described in the Agreement; and
WHEREAS, on or about May 27, 1997, Wolf Mountain and Condas entered into
a Modification of Irrevocable Option and Real Estate Purchase Agreement Upon
Exercise of Option Dated January 28, 1997 (the "Modification"), a copy of
which is attached hereto as Exhibit B and the terms of which are incorporated
herein by reference, pursuant to which the parties extended the date upon
which the option referred to in the Agreement may be exercised and modified
certain other terms of the Agreement; and
WHEREAS, Wolf Mountain desires to assign its rights under the Agreement
and the Modification to ASC.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein, Wolf Mountain and ASC Utah hereby agree as follows:
1. Wolf Mountain hereby assigns and transfers to ASC all of Wolf Mountain's
right, title, and interest in and to the option to purchase from Condas
the real property described in the Agreement ("Option"). Upon the closing
of the transaction contemplated by the Purchase and Sale Agreement between
ASC Utah and Wolf dated May 30,1997, ASC shall pay to Wolf the amount of
$100,000 to reimburse it for the initial deposit made by Wolf under the
Condas Option.
2. In the event that Wolf Mountain and ASC Utah do not consummate the
transaction contemplated in the Letter of Intent between those parties
executed April 9, 1997, or some other transaction pursuant to which
American Skiing Company acquires an interest in or control over the Wolf
Mountain Ski Resort on or before July 31, 1997, then Wolf Mountain shall
repurchase the Option and ASC's interest in the escrow agreement
contemplated by the Modification within 15 business days following demand
by ASC for a purchase price equal to $900,000.
3. Wolf Mountain's obligation to repurchase the option set forth in Section
3 above is hereby personally guaranteed in full by Xxxxxxx X. Xxxxx.
IN WITNESS WHEREOF, the parties have caused this Assignment to be
executed as of the date first set forth above.
WOLF MOUNTAIN RESORTS, L.C.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Its: Managing Member
ASC UTAH
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------
Xxxxxxxxxxx X. Xxxxxx
Its: Chief Administrative Officer
STATE OF UTAH
COUNTY OF SUMMIT, SS
On the 30th day of May, 1997, personally appeared before me Xxxxxxx
Xxxxxxxx and made oath that he is the Managing Member of Wolf Mountain
Resorts, L.C., a Utah limited liability company, and that the foregoing
instrument was signed by him on behalf of said limited liability company by
authority of its Operating Agreement.
/s/ Xxxxx X. Xxxxxxxx
----------------------------
NOTARY PUBLIC
Residing at: Park City, Utah
---------------
My Commission expires:
June 7, 2000
[SEAL] Notary Public
XXXXX X. XXXXXXXX
0000 Xxxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxx Xxxx, Xxxx 00000
My Commission Expires
June 7, 2000
State of Utah
STATE OF UTAH
COUNTY OF SUMMIT, SS
On the 30th day of May, 1997, personally appeared before me Xxxxxxxxxxx
X. Xxxxxx and made oath that he is the Chief Administrative Officer of ASC
Utah, a Maine corporation, and that the foregoing instrument was signed by
him on behalf of said limited liability company by authority of its bylaws.
/s/ Xxxxx X. Xxxxxxxx
-------------------------
NOTARY PUBLIC
Residing at: Park City, Utah
---------------
My Commission expires:
June 7, 2000
[SEAL] Notary Public
XXXXX X. XXXXXXXX
0000 Xxxxxxxxxx Xxxxx
X.X. Xxx 0000
Xxxx Xxxx, Xxxx 00000
My Commission Expires
June 7, 2000
State of Utah
