Item 2 Exhibit 4
[FIRST] SUPPLEMENTAL INDENTURE (the "Supplemental
Indenture"), dated as of ________ __, 1997, between ASC East,
Inc., a Maine corporation (the "Company") and United States Trust
Company of New York, a New York banking corporation, as trustee
under the Indenture referred to below (the "Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the Indenture (the "Original
Indenture"), dated as of June 28, 1996 between ASC East, Inc. and
the Trustee, the Company duly issued its 12% Senior Subordinated
Notes Due 2006 (the "Securities"), in the aggregate principal
amount of $120 million;
[WHEREAS, the Original Indenture has been supplemented
by the First Supplemental Indenture dated as of _________________
among ASC East, Inc., the Company and the Trustee and the Second
Supplemental Indenture dated as of _________________ between the
Company and the Trustee (as so supplemented, the "Indenture");]
[WHEREAS, in accordance with the Indenture, the Company
has obtained the written consent of the Holders of a majority in
principal amount of the Securities to certain amendments to the
Indenture;]
NOW, THEREFORE, for and in consideration of the
premises, it is mutually covenanted and agreed for the benefit of
all Holders of the Securities as follows:
SECTION 1. (a) (i) The definition of "Permitted
Holders" in Section 1.01 is hereby amended by deleting the
definition in its entirety and substituting the following
therefor:
"Permitted Holders" means (i) Xxxxxx X. Xxxxx (or, in
the event of his incompetence or death, his estate and his
estate's heirs, executor, administrator, committee or other
representative (collectively, "Heirs")), (ii) any Person in which
Xxxxxx X. Xxxxx and his Heirs, directly or indirectly, (A) have
an 80% controlling interest, or (B) own Capital Stock having
voting power to elect at least a majority of the Board of
Directors of such Person and (iii) any Person with a class of
stock registered under Section 12(b) or Section 12(g) of the
Exchange Act in which Xxxxxx X. Xxxxx and his Heirs, directly or
indirectly, own Capital Stock representing an aggregate of at
least 25% of the combined voting power of all outstanding Capital
Stock of such Person.
SECTION 2. The Trustee accepts this Supplemental
Indenture and agrees to execute the trust created by the
Indenture as hereby supplemented upon the terms and conditions
set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define
and limit its liabilities and responsibilities in the performance
of the trust created by the Indenture as hereby supplemented.
SECTION 3. The Indenture, supplemented as hereinabove
set forth, is in all respects ratified and confirmed, and the
terms and conditions thereof, supplemented as hereinabove set
forth, shall be and remain in full force and effect.
SECTION 4. The recitals contained in this Supplemental
Indenture shall be taken as the statements of the Company, and
the Trustee shall have no liability or responsibility for their
correctness.
SECTION 5. This Supplemental Indenture shall become
effective upon the execution and delivery hereof by the Company
and the Trustee.
SECTION 6. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
[PAGE]
SECTION 7. This Supplemental Indenture may be signed
in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
SECTION 8. Capitalized terms not otherwise defined
herein are defined as set forth in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first
above written.
ASC EAST, INC.
By:___________________________
Name:
Title:
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By:___________________________
Name:
Title:
HA2 85745.1 01736 00422
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