Series B Preferred Stock Certificate – American Skiing Company

Summary

This document certifies ownership of Series B Preferred Stock in American Skiing Company, a Delaware corporation. The certificate is transferable only on the company's books by the holder or an authorized attorney upon proper endorsement and surrender. The shares have a par value of $0.01 each and are subject to restrictions under the Securities Act of 1933, meaning they cannot be sold or transferred unless certain conditions are met. The company will provide details about the rights and preferences of these shares to shareholders upon request.

EX-4.5 INSTRUMENTS D 4 fy0110k4-4.txt SERIES B SPECIMEN CERTIFICATE Number Shares AMERICAN SKIING COMPANY (Incorporated under the laws of the State of Delaware) This Certifies that _________________________________ is the owner of _______________________ Shares of the Series B Preferred Stock of AMERICAN SKIING COMPANY transferable only on the Books of the Corporation by the holder hereof in person or by duly authorized Attorney on Surrender of this Certificate properly endorsed. In Witness Whereof of the duly authorized officers of this corporation have hereunto subscribed their names and caused the Corporate Seal to be hereto affixed. At ____________ this _________________ day of ___________________ A.D. _________ SHARES Par Value $.01 EACH CERTIFICATE FOR SHARES OF THE SERIES B PREFERRED STOCK AMERICAN SKIING COMPANY ISSUED TO -------------------------------------- DATED ------------------------------------- THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE OFFERED SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, OR (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES. THE STATEMENT OF RESOLUTION ESTABLISHING SERIES OF SHARES RELATING TO SUCH SHARES FORMING A PART OF THE ARTICLES OF INCORPORATION OF THIS CORPORATION CONTAINS A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES REPRESENTED BY THIS CERTIFICATE. THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THESE SHARES EACH CLASS AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SERIES OF PREFERRED STOCK ISSUED BY THIS CORPORATION.