American Skiing Company has entered into a definitive agreement to sell its Mount Snow and Attitash resorts for $73.5 million to Peak Resorts Inc., a resort operator with ski resorts in Missouri, Indiana, Pennsylvania, New Hampshire and Ohio. The announced sales follow the December announcement of the planned $265 million sale of Steamboat resort.

“We’ve worked very hard to ensure that the full potential and value of each of our resorts is realized. Under the existing circumstances and market conditions, this means contemplating the sale of certain of our resort assets, as we’ve planned with Steamboat and now Mount Snow and Attitash,” said ASC President and CEO B.J. Fair. “The tremendous interest we have experienced in the resorts is a tribute to the hard work and professionalism of our management teams. After much deliberation and many discussions with our Board of Directors, we feel that the best course of action for our stakeholders will be to sell these resorts under the terms proposed in the definitive agreements. This was obviously a very difficult decision, given the progress we’ve made at our resorts and as a Company,” added Fair.

Included in the sale of Mount Snow and Attitash are the commercial cores of the Grand Summit Hotels located at both resorts. The total cash purchase price of $73.5 million for both resorts is subject to working capital and seasonal earnings adjustments. In addition, the buyer will assume approximately $2 million in debt and other liabilities.

As a condition of the purchase and sale agreement, stockholder approval is required for the sales of the Mount Snow and Attitash resorts. The sole holder of the Company’s Preferred Stock Series C-1, representing 65.8% of the voting shares entitled to vote on the matter, has voted in favor of the transaction, which constitutes majority stockholder approval. Such approval means the transaction may be approved without a meeting of the Company’s stockholders. The Company anticipates distributing an information statement to stockholders regarding the majority stockholder approval as soon as practicable. The stockholder approval will not be effective until twenty days have elapsed following mailing of the information statement to stockholders. In addition to stockholder approval, the transaction is subject to customary closing conditions, including Hart-Scott-Rodino antitrust approval and consent of the U.S. Forest Service.

The sale is expected to close on or before April 30, 2007. The Company expects to use the net proceeds from the sale to reduce existing debt and, to the extent any proceeds remain available thereafter, for working capital purposes or as otherwise determined by the board of directors of the Company.