EXHIBIT 10.65
GROUND LEASE GUARANTY
FOR VALUE RECEIVED, and in consideration for, and as an inducement
to, Wolf Mountain Resorts, L.C., a Utah limited liability company ("Landlord"),
to enter into that certain Ground Lease Agreement dated July 3, 1997 (the
"Lease"), by and between Landlord and ASC Utah, Inc., a Maine corporation
("Tenant"), the undersigned hereby unconditionally guarantees to Landlord, its
successors and assigns, the payment of the rent, additional rental and all other
payments to be made by Tenant under the Lease and the full performance and
observance by Tenant of all the other terms, covenants, conditions and
agreements as and when therein provided to be performed and observed by Tenant,
for which the undersigned shall be jointly and severally liable with Tenant,
without requiring any notice of nonpayment, nonperformance or nonobservance
other than any notices required to be provided to Tenant under the terms of the
Lease, all of which the undersigned hereby expressly waives, and the undersigned
expressly agrees that Landlord may proceed against the undersigned separately or
jointly before or after or simultaneously with proceeding against Tenant for
default and that this Guaranty shall not be terminated, affected or impaired in
any way or manner whatsoever by reason of the assertion by Landlord against
Tenant of any of the rights or remedies reserved to Landlord pursuant to the
provisions of said Lease, or by reason of summary or other proceedings against
Tenant or by reason of any extension of time or indulgence granted by Landlord
to Tenant. The undersigned further covenants and agrees (1) that the undersigned
will be bound by all the provisions, terms, conditions, restrictions and
limitations contained in the Lease, the same as though the undersigned was named
therein as Tenant; and (2) that this Guaranty shall be absolute and
unconditional and shall remain and continue in full force and effect as to any
renewal, extension, amendment, addition, assignment, sublease, transfer, or
other modification of the Lease, whether or not the undersigned shall have
knowledge or have been notified of or agreed or consented to any such renewal,
extension, amendment, addition, assignment, sublease, transfer, or other
modification of the Lease. If Landlord at any time is compelled to take any
action or proceeding in court or otherwise to enforce or compel compliance with
the terms of this Guaranty, the undersigned shall, in addition to any other
rights or remedies to which Landlord may be entitled hereunder or a matter of
law or in equity, be obligated to pay all costs, including attorneys' fees,
incurred or expended by Landlord in connection therewith. Further, the
undersigned hereby covenants and agrees to assume the Lease and to perform all
of the terms and conditions thereunder for the balance of the original term of
the Lease should the Lease be disaffirmed by any Trustee in bankruptcy for
Tenant, or at the option of Landlord, the undersigned shall, in the event of
Tenant's bankruptcy make and enter into a new lease for the balance of the
original term, which the new lease shall be in form and substance identical to
the Lease. All obligations and liabilities of the undersigned pursuant to this
Guaranty shall be binding upon the heirs, legal representatives, successors and
assigns of the undersigned. This Guaranty shall be governed by and construed in
accordance with the laws of the State of Utah.
DATED: July 3, 1997.
ASC HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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