Exhibit 10.80
SUBSCRIPTION AGREEMENT
RECITALS
A. Xxxxxx X. Xxxxx, an individual with a mailing address of X.X. Xxx 000,
Xxxxxx, Xxxxx, 00000, is the sole shareholder of the following five Maine
corporations: Sunday River Skiway Corporation, Sunday River, Ltd., Perfect Turn,
Inc., L.B.O. Holding, Inc., Sunday River Transportation, Inc. and the following
three Vermont corporations: Sugarbush Resort Holdings, Inc., Sugarbush Leasing
Company, Sugarbush Restaurants, Inc. (collectively, the "Corporations").
B. Xxxxxx X. Xxxxx now wishes to convey all his shares in the Corporations
to the American Skiing Company, a Maine Corporation (the "Company") in exchange
for shares of the Company.
NOW THEREFORE, Xxxxxx X. Xxxxx hereby agrees to transfer to the Company
all shares now owned by him in the Corporations.
In consideration thereof, the Company agrees to issue to Xxxxxx X. Xxxxx,
and Xxxxxx X. Xxxxx hereby subscribes for, 938,168 shares of common stock of the
Company.
To ensure the transfer of stock from Xxxxxx X. Xxxxx to the Company is not
treated as a taxable event, as such is allowed under Section 351 of the Internal
Revenue Code, Xxxxxx X. Xxxxx hereby makes the representations set forth on
Exhibit A attached hereto.
The closing date for the transfer and exchange of stock contemplated
herein shall be on or before June 28, 1996.
This agreement shall be governed and interpreted in accordance with the
laws of the State of Maine.
IN WITNESS WHEREOF, this Subscription Agreement was duly executed on this
27 day of June, 1996.
/s/ Xxxxxxxxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxx
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Witness Xxxxxx X. Xxxxx
/s/ Xxxxxxxxxxx X. Xxxxxx THE AMERICAN SKIING COMPANY
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Witness
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
President
