American Skiing Co Watch

from 8-K ~10 pages Sixth Supplemental Indenture

from 8-K ~5 pages Second Amend Dated May 14, 2004, Ge Capital

from 8-K ~50 pages Exhibit 4.2 Agrmt Between Asc and Sp Land Co, LLC

from 10-K 1 page 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 D 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 <page> Certificate for Shares of the Series D 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

from 10-K 1 page 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 C-2 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 <page> Certificate for Shares of the Series C-2 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

from 10-K 1 page 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 C-1 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 <page> Certificate for Shares of the Series C-1 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

from 10-K 1 page 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 <page> 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

from 10-K 1 page Incorporated Under the Laws of the State of Delaware Number Shares American Skiing Company Class a Common Stock This Certifies That Is the Owner of Shares of the Common Capital 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 <page> Certificate for Shares of the Class a Common Stock American Skiing Company Issued to Dated Securities Represented by This Certificate Have Not Been Registered Under the Securities Act of 1933 (The "Act"), and May Not Be Sold, Assigned or Transferred in the Absence of an Effective Registration Statement Under the Act or Unless the Issuer Has Received an Opinion of Counsel Satisfactory to It That Shares May Be Sold Pursuant to Rule 144 or Another Available Exemption Under the Act and the Rules and Regulations Thereunder

from 8-K 1 page Termination Agreement

from 8-K ~20 pages Registration Rights Agreement

from 8-K >50 pages Indenture or similar

from S-4 1 page Indenture or similar

from 10-K 1 page Specimen Stock Certificate

from SC 13D ~20 pages Indenture or similar

from 8-K ~5 pages Subsidiary Guaranty

from 8-K ~10 pages Fourth Supplemental Indenture

from 8-K ~10 pages Third Supplemental Indenture

from 8-K ~5 pages Subsidiary Agreement

from 8-K ~5 pages Second Supplemental Indenture

from S-8 1 page Indenture or similar