EXHIBIT 10.88
ASSIGNMENT OF AGREEMENTS, PERMITS
AND CONTRACTS
THIS ASSIGNMENT OF AGREEMENTS, PERMITS AND CONTRACTS
(hereinafter referred to as this "Assignment"), is made and entered into as of
this 30 day of August, 1996 by Sugarloaf Mountain Corporation (hereinafter
referred to as "Borrower"), to Fleet National Bank, as Agent for itself and the
other Lender's party to the Credit Agreement (as defined herein) with a mailing
address of Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000 (hereinafter
referred to as "Lender").
W I T N E S S E T H :
WHEREAS Borrower is the owner of the fee/leasehold estate in the premises
described in Exhibit A attached hereto (hereinafter referred to as the
"Premises");
WHEREAS, the Lender has made a loan in the principal amount of up to
$65,000,000.00 to Borrower (the "Loan"), pursuant to that certain Credit
Agreement dated as of June 28, 1996, together with any and all renewals,
amendments, modifications, consolidations and extensions thereof (the "Credit
Agreement");
WHEREAS the Lender was unwilling to make the Loan to the Borrower unless
the Borrower in the manner hereinafter set forth assigned to Lender as
additional security for the payment of the Loan and the observance and
performance by the Borrower of the terms, covenants and conditions of the Lender
Agreements (as defined in the Credit Agreement) on the part of the Borrower to
be observed and performed, all of the Borrower's right, title and interest in
and to all permits, license agreements, operating contracts, licenses (to the
extent assignable by Borrower), franchise agreements and all management,
service, supply and maintenance contracts and agreements, and any other
agreements, permits or contracts of any nature whatsoever now or hereafter
obtained or entered into by the Borrower with respect to the operation of the
Premises, including without limitations those documents and agreements described
in Exhibit B attached hereto and made a part hereof (collectively, the
"Agreements");
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10) and other
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the Borrower hereby assigns to Lender as additional security for
the payment of the Loan and the observance and performance by the Borrower of
the terms, covenants and conditions of the Lender Agreements on the part of the
Borrower to be observed or performed, all of the Borrower's right, title and
interest in and to the Agreements.
Subject to the provisions of the Credit Agreement, the Borrower covenants
and agrees that the Borrower will (a) fulfill and perform each and every term,
covenant and provision of the Agreements to be fulfilled or performed by the
Borrower thereunder, if any, except where the failure to so act would not have a
material adverse effect on the business, assets or
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financial condition of the Borrower (b) give prompt notice to the Lender of any
material notice received by the Borrower under any of the Agreements, together
with a complete copy of any such notice, (c) enforce, short of termination
thereof, the performance and observance of each and every term, covenant and
provision of the Agreements to be performed or observed, if any except where the
failure to so act would not have a material adverse effect on the business,
assets or financial condition of the Borrower and (d) not terminate any of the
Agreements without the prior written consent of the Lender, except where such
termination would not have a material adverse effect on the business, assets or
financial condition of the Borrower.
This Assignment is given as collateral security for the obligations of the
Borrower to the Lender pursuant to the Lender Agreements.
IN WITNESS WHEREOF, the Borrower has duly executed this instrument as of
the day and year first above written.
SUGARLOAF MOUNTAIN
CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
STATE OF Maine)
Cumberland ) SS: August 27, 1996
Personally appeared the within named Xxxxxx X. Xxxxxxxxxx, as
Vice President of Sugarloaf Mountain Corporation, and acknowledged the above
instrument to be his free act and deed and the free act and deed of said
Corporation.
Before me,
/s/ Xxxxxx X. Xxxxxxx, Xx.
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Maine Attorney-at-Law
Print Name Xxxxxx X. Xxxxxxx, Xx.
My Commission Expires:
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EXHIBIT A
(Description of the Premises)
(to be attached)
EXHIBIT B
Description of Certain Agreements, Permits and Contracts
