Amendment No. 1 to Securities Purchase Agreement between American Skiing Company and Oak Hill Entities

Summary

This amendment updates the Securities Purchase Agreement originally signed on July 15, 2001, between American Skiing Company and several Oak Hill investment entities. The amendment records changes in the allocation of securities to be purchased by each party, reflecting assignments of purchase rights among the Oak Hill entities. The agreement remains in effect except for the specific changes to annexes and exhibits detailing the securities allocations. All parties have agreed to these modifications as of August 22, 2001.

EX-10.1 MATERIAL CON 9 f8k8-31101.txt AMENDMENT TO SECURITIES PURCHASE AGREEMENT Amendment No. 1 to Securities Purchase Agreement This Amendment No. 1 dated as of August 22, 2001 with respect to the Securities Purchase Agreement dated as of July 15, 2001 (as amended, the "Securities Purchase Agreement") among American Skiing Company, a Delaware corporation (the "Company", Oak Hill Capital Partners, L.P., a Delaware limited partnership ("OHCP"), Oak Hill Capital Management Partners, L.P., a Delaware limited partnership ("OHCMP"), Oak Hill Securities Fund, L.P., a Delaware limited partnership ("OHSF"), Oak Hill Securities Fund II, L.P., a Delaware limited partnership ("OHSFII"), and OHCP Ski, L.P., a Delaware limited partnership ("OHSKI"). OHCP, OHCMP, OHSF, OHSFII and OHSKI are collectively referred to herein as the "Purchasers". Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Securities Purchase Agreement. WHEREAS, in accordance with the provisions of Section 8.07 of the Securities Purchase Agreement, OHCP and OHCMP have each assigned to OHSF, OHSFII and OHSKI the right to purchase certain of the securities initially contemplated to be purchased by OHCP and OHCMP, and the parties desire to enter into this Amendment for the purpose of recording the securities to be purchased by the respective Purchasers at the Closing. NOW THEREFORE, the signatories hereto hereby agree as follows: 1. Annex B, Annex C and Annex D to the Securities Purchase Agreement are hereby amended to the forms thereof attached to this Amendment. 2. Exhibit E to the Securities Purchase Agreement is hereby amended to the forms thereof attached to this Amendment. 3. The Securities Purchase Agreement is and shall remain in full force and effect, without modification except as expressly set forth herein. IN WITNESS WHEREOF, the Company and the Purchasers have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized. AMERICAN SKIING COMPANY By: /s/ Foster Stewart ------------------------------ Name: Foster Stewart Title: Secretary OAK HILL CAPITAL PARTNERS, L.P. By: OHCP GenPar, L.P., its general partner By: OHCP MGP, LLC, its general partner By: /s/ John R. Monsky ------------------------------ Name: John R. Monsky Title: Vice President OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P. By: OHCP GenPar, L.P., its general partner By: OHCP MGP, LLC, its general partner By: /s/ John R. Monsky ------------------------------ Name: John R. Monsky Title: Vice President OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P., its general partner By: Oak Hill Securities MGP, Inc., its general partner By: /s/ Glenn R. August ------------------------------ Name: Glenn R. August Title: President OHCP SKI, L.P. By: Oak Hill Capital Partners, L.P., its general partner By: OHCP GenPar, L.P., its general partner By: OHCP MGP, LLC, its general partner By: /s/ John R. Monsky ------------------------------ Name: John R. Monsky Title: Vice President OAK HILL SECURITIES FUND II, L.P. By: Oak Hill Securities GenPar II, L.P., its general partner By: Oak Hill Securities MGP II, Inc., its general partner By: /s/ Glenn R. August ------------------------------ Name: Glenn R. August Title: President ANNEX B JSN PURCHASERS Principal Amount of Jurisdiction Junior Subordinated Name and Type of Organization Notes Purchased Purchase Price ---- ------------ --------------- -------------- Oak Hill Capital Partners, L.P. Delaware L.P. $10,822,500 $10,822,500 Oak Hill Capital Management Delaware L.P. $277,500 $277,500 Partners, L.P. Oak Hill Securities Fund, L.P. Delaware L.P. $616,667 $616,667 Oak Hill Securities Fund II, L.P. Delaware L.P. $616,666 $616,666 OHCP Ski, L.P. Delaware L.P. $166,667 $166,667

ANNEX C COMMON SHARE PURCHASERS Jurisdiction Number of Name and Type of Organization Shares Purchased Purchase Price ---- ------------ ---------------- -------------- Oak Hill Capital Partners, L.P. Delaware L.P. 865,800 $865,800 Oak Hill Capital Management Partners, Delaware L.P. 22,200 $22,200 L.P. Oak Hill Securities Fund, L.P. Delaware L.P. 49,334 $49,334 Oak Hill Securities Fund II, L.P. Delaware L.P. 49,333 $49,333 OHCP Ski, L.P. Delaware L.P. 13,333 $13,333
ANNEX D SERIES C-1 AND SERIES C-2 ALLOCATIONS Number of Percentage of Jurisdiction Series C-1 Designated C-2 Name and Type of Organization Preferred Shares Share Number ---- ------------ ---------------- ------------ Oak Hill Capital Partners, L.P. Delaware L.P. 34,632 86.58% Oak Hill Capital Management Partners, Delaware L.P. 888 2.22% L.P. Oak Hill Securities Fund, L.P. Delaware L.P. 1,974 4.934% Oak Hill Securities Fund II, L.P. Delaware L.P. 1,973 4.933% OHCP Ski, L.P. Delaware L.P. 533 1.333%