Exhibit 10.77
AGREEMENT IN TRUST
FOR VALUE RECEIVED, receipt whereof is hereby acknowledged, Waterville
Valley Ski Resort, Inc., a Delaware corporation with a place of business in
Waterville Valley, New Hampshire (the "Assignor"), hereby assigns, transfers
and sets over to American Skiing Company, with a mailing address of X.X. Xxx
000, Xxxxxx, Xxxxx 00000 (hereinafter referred to as "Assignee"), in trust as
security for the Obligations hereinafter referred to, all of its interest,
rights and obligations under and by virtue of a Term Special Use Permit No.
4002-01, issued November 27, 1996 for the Waterville Valley Resort, issued to
the Assignor by the Forest Service of the United States Department of
Agriculture, together with any extensions, supplements, or amendments related
to said permit (collectively, the "Forest Service Use Permits").
This assignment is made in trust to secure the payment of the
indebtedness of the Assignor under and with respect to:
(i) The full and prompt payment and performance when due, whether by
acceleration or otherwise, with such interest, commitment fees, prepayment
fees and other charges may accrue thereon, either before or after maturity
thereof, by Assignor, its successors or assigns ("Borrower") of that
certain Note dated as of November 27, 1996, together with any and all
renewals, amendments, modifications, consolidations and extensions thereof
(the "Note");
(ii) The full and prompt payment and performance of all the provisions,
agreements, covenants and obligations set forth in this Assignment or in
the Note or Mortgage and Security Agreement given as security therefor;
(iii) Any and all additional advances made to preserve, enforce and
protect the Property, the security interest created hereby on the Property,
or this Assignment and the Note, including, without limitation, taxes,
assessments or insurance premiums or for performance of any of the
Borrower's obligations under the Note or Mortgage or for any other purpose.
(Collectively, the "Obligations").
It is understood and agreed that the Assignee shall not be liable for,
nor have any responsibility for, the performance of any of the obligations
undertaken, made, or assumed by Assignor under the Forest Service Use Permit,
so long as Assignee has not entered into actual possession of Assignee's
interest and rights under the Forest Service Use Permit and until such
possession, the Assignor shall remain fully responsible and liable for the
performance of any and all obligations under the Forest Service Use Permit,
and the Assignor hereby agrees to fully conform and comply with all such
obligations of the Forest Service Use Permit so long as any of the
Obligations secured by this assignment remains outstanding.
Further, the Assignor appoints the Assignee as its agent but only for
purposes of the Forest Service Use Permit and only effective upon the
occurrence of a default or an event of default under the Obligations referred
to above.
Dated as of this 27th day of November, 1996.
WATERVILLE VALLEY SKI
RESORT, INC.
/s/ Xxxxxxxxxxx X. Xxxxxx By: /s/ Xxxxxxx Xxxxx
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Witness Name:
Title:
/s/ Illegible Signatory
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Witness
STATE OF MASSACHUSETTS
COUNTY OF SUFFOLK November 27, 1996
Personally appeared the above-named Xxxxxxx X. Xxxxx and acknowledged
that he is the duly authorized officer of Waterville Valley Ski Resort, Inc.,
and being authorized to do so, executed the foregoing instrument for the
purpose therein contained as his free act and deed in his said capacity.
Before me,
/s/ Xxxxxxx X. X'Xxxxxx
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Xxxxxxx X. X'Xxxxxx Notary Public
Notary Public Print Name
My Commission Expires Feb. 7, 1997 My Commission Expires:
