Hazardous Materials

EXHIBIT 10.87


HAZARDOUS MATERIALS INDEMNIFICATION AGREEMENT


This INDEMNIFICATION AGREEMENT is entered into as of August 30, 1996 by and among AMERICAN SKIING COMPANY, a Maine corporation ("American Ski"), SUNDAY RIVER SKIWAY CORPORATION, a Maine corporation ("SRSC"), SUNDAY RIVER LTD., a Maine corporation ("SRL"), PERFECT TURN, INC., a Maine corporation ("PTI"), SUNDAY RIVER TRANSPORTATION INC., a Maine corporation ("SRT"), LBO HOLDING, INC., a Maine corporation ("LBOH"), CRANMORE, INC., a Maine corporation ("Cranmore"), SUGARBUSH RESORT HOLDINGS INC., a Vermont corporation ("Sugarbush"), SUGARBUSH LEASING COMPANY, a Vermont corporation ("SLC"), SUGARBUSH RESTAURANTS, INC., a Vermont corporation ("SRI"), S-K-I LTD., a Delaware corporation ("S-K-I"), KILLINGTON, LTD., a Vermont corporation, MOUNT SNOW LTD., a Vermont corporation, WATERVILLE VALLEY SKI AREA LTD., a New Hampshire corporation ("Waterville Valley"), PICO SKI AREA MANAGEMENT COMPANY, a Vermont corporation, RESORT SOFTWARE SERVICES, INC., a Vermont corporation, KILLINGTON RESTAURANTS, INC., a Vermont corporation, RESORTS TECHNOLOGIES, INC., a Vermont corporation, DOVER RESTAURANTS, INC., a Vermont corporation, and DEERFIELD OPERATING COMPANY, a Vermont corporation, SUGARLOAF MOUNTAIN CORPORATION, a Maine corporation, SUGARTECH, a Maine corporation, MOUNTAINSIDE, a Maine corporation and MOUNTAIN WASTEWATER TREATMENT, INC., a Vermont corporation (each a "Borrower" and collectively, the "Borrowers"), and FLEET NATIONAL BANK, a national banking association, as Agent for the lenders from time to time party to the Credit Agreement referred to below (the "Agent").


Recitals


Pursuant to that certain Credit Agreement dated as of June 28, 1996 (as amended, modified or supplemented, the "Credit Agreement") among the Borrowers, the Lenders from time to time party thereto (the "Lenders") and the Agent, the Borrowers, jointly and severally, have arranged for a $65,000,000 reducing revolving credit facility (the "Credit Facility") financed by the Lenders. As a material inducement to Lenders' financing the Credit Facility, the Borrowers have covenanted to provide the indemnities described herein.


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:


ARTICLE 1. DEFINITIONS


For the purposes of this Agreement, the following words and phrases shall have the following meanings:


"Environment" means soil, surface waters, groundwaters, land, stream sediments,


surface or subsurface strata, ambient air, and any environmental medium.


"Environmental Law" means any judgment, decree, order, common law rule, statute, act, law, code, ordinance, permit, license, rule or regulation pertaining to environmental matters, or any federal, state, county or local statute, regulation, code, ordinance, order or decree relating to public health, welfare, the environment, or to the storage, handling, treatment, transportation, use or generation of hazardous materials in or at the workplace, or to worker health or safety, whether now existing or hereafter enacted.


"Hazardous Material" means any pollutant, contaminant, toxic substance, chemical substance or mixture, hazardous waste, hazardous material, or hazardous substance, or any oil, petroleum, or petroleum product, as defined in or pursuant to the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, the Superfund Amendment and Reauthorization Act, as amended, the Federal Clean Water Act, as amended, the Hazardous Materials Transportation Act, as amended, the Toxic Substances Control Act, as amended, any regulations promulgated under these Acts, or any other Environmental Law.


"Indemnitees" means Lenders, Agent, and Lenders' and Agent's respective parents, subsidiaries, affiliates, shareholders, directors, officers, employees and agents, and the successors and assigns of any of them.


"Permit" means any permit, license, approval, consent, or authorization issued by a federal, state, or local governmental entity under any Environmental Law.


"Release" means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping of any Hazardous Material into the Environment, or the uncontained presence of any Hazardous Material in the Environment.


"Threat of Release" means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the Environment which may result from such Release.


ARTICLE 2. BORROWERS' INDEMNITIES


Section 2.1. The Borrowers, jointly and severally, agree ...