PURCHASE AGREEMENT by and among STEAMBOAT SKI & RESORT CORPORATION AMERICAN SKIING COMPANY STEAMBOAT ACQUISITION CORP. and WINTERGAMES HOLDINGS SARLPurchase Agreement • March 1st, 2007 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
PURCHASE AGREEMENT, dated as of December 18, 2006 (this “Agreement”), by and among STEAMBOAT SKI & RESORT CORPORATION, a Delaware corporation (the “Company”), AMERICAN SKIING COMPANY, a Delaware corporation (“ASC”), and together with Company, the “Sellers”), Steamboat Acquisition Corp., a Delaware corporation (“Buyer”), and Wintergames Holdings SARL, a Luxembourg entity (the “Parent” and together with the Buyer, the “Purchasers”), for the sale and purchase of all of the outstanding capital stock in the Company (the “Stock”).
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • March 1st, 2007 • American Skiing Co /Me • Services-miscellaneous amusement & recreation • New York
FIRST AMENDMENT AND WAIVER, dated as of March 1, 2007 (this “Amendment”) to the FIRST LIEN CREDIT AGREEMENT (the “Credit Agreement”), dated as of November 24, 2004, among AMERICAN SKIING COMPANY (“ASC”), the Subsidiary Borrowers (collectively, the “Borrowers”) from time to time party to this Agreement, the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), CREDIT SUISSE FIRST BOSTON (“CSFB”), as syndication agent for the Lenders hereunder (in such capacity, “Syndication Agent”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents (as defined below) (the “Collateral Agent”). Capitalized terms used but not otherwise defined in Amendment shall have the meanings set forth in the Credit Agreement and the rules of interpretation set forth therein shall apply to this Amendment.
