EXHIBIT 10.56
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THIRD AMENDMENT TO
CREDIT AGREEMENT
Dated as of July __, 1997
Among
AMERICAN SKIING COMPANY
SUNDAY RIVER SKIWAY CORPORATION
SUNDAY RIVER LTD.
PERFECT TURN, INC.
SUNDAY RIVER TRANSPORTATION INC.
LBO HOLDING, INC.
CRANMORE, INC.
SUGARBUSH RESORT HOLDINGS INC.
SUGARBUSH LEASING COMPANY
SUGARBUSH RESTAURANTS, INC.
MOUNTAIN WASTEWATER TREATMENT, INC.
S-K-I LTD.
KILLINGTON, LTD.
MOUNT SNOW LTD.
WATERVILLE VALLEY SKI AREA LTD.
PICO SKI AREA MANAGEMENT COMPANY
RESORTS SOFTWARE SERVICES, INC.
KILLINGTON RESTAURANTS, INC.
RESORT TECHNOLOGIES, INC.
DOVER RESTAURANTS, INC.
DEERFIELD OPERATING COMPANY
SUGARLOAF MOUNTAIN CORPORATION
MOUNTAINSIDE
SUGARTECH
the Borrowers
and
FLEET NATIONAL BANK
BANKBOSTON, N.A.
KEYBANK NATIONAL ASSOCIATION
the Banks
and
FLEET NATIONAL BANK, AS AGENT
the Agent
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THIRD AMENDMENT TO CREDIT AGREEMENT
This THIRD AMENDMENT TO CREDIT AGREEMENT is entered into as of July __,
1997 by and among AMERICAN SKIING COMPANY, SUNDAY RIVER SKIWAY CORPORATION,
SUNDAY RIVER LTD., PERFECT TURN, INC., SUNDAY RIVER TRANSPORTATION INC., LBO
HOLDING, INC., CRANMORE, INC., SUGARBUSH RESORT HOLDINGS INC., SUGARBUSH LEASING
COMPANY, SUGARBUSH RESTAURANTS, INC., MOUNTAIN WASTEWATER TREATMENT, INC., S-K-I
LTD., KILLINGTON, LTD., MOUNT SNOW LTD., WATERVILLE VALLEY SKI AREA LTD., PICO
SKI AREA MANAGEMENT COMPANY, RESORTS SOFTWARE SERVICES, INC., KILLINGTON
RESTAURANTS, INC., RESORT TECHNOLOGIES, INC., DOVER RESTAURANTS, INC., DEERFIELD
OPERATING COMPANY, SUGARLOAF MOUNTAIN CORPORATION, MOUNTAINSIDE and SUGARTECH
(each a "Borrower" and collectively the "Borrowers"), FLEET NATIONAL BANK,
BANKBOSTON, N.A. (f/k/a The First National Bank of Boston) and KEYBANK NATIONAL
ASSOCIATION (f/k/a KeyBank of Maine) as the Banks parties to the Credit
Agreement referred to below (the "Lenders"), and FLEET NATIONAL BANK, as Agent
(the "Agent") under the Credit Agreement referred to below.
Recitals
The Borrowers, the Lenders and the Agent are parties to a Credit Agreement
dated as of June 28, 1996 (as previously amended, the "Credit Agreement"). All
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement. Xxxxxx X. Xxxxx desires to transfer the stock
of American Ski owned by him to a newly formed holding company, ASC Holdings,
Inc., a Maine corporation. Such transfer is not permitted under the Credit
Agreement, and the Borrowers desire to amend the Credit Agreement to permit such
transfer. The Lenders and the Agent are willing to amend the Credit Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree as
follows:
Section 1. Definitions. Section 1.1 of the Credit Agreement is hereby
amended by adding new definitions of "Holdings" and "Holdings Securities
Purchase Agreement", as follows:
"Holdings" shall mean ASC Holdings, Inc., a Maine corporation.
"Holdings Securities Purchase Agreement" shall mean the Securities
Purchase Agreement dated as of July 2, 1997 relating to Holdings' Series A
Exchangeable Preferred Stock and 14% Senior Exchangeable Notes Due 2000.
Section 2. Amendment of Article 5.
(a) Article 5 of the Credit Agreement is hereby amended by deleting
Section 5.11 thereof in its entirety and substituting therefor the
following:
Section 5.11 Stock. There are presently issued by Holdings,
the Borrowers and their Subsidiaries and outstanding the shares of capital
stock indicated on Schedule 5.4(a). Holdings, the Borrowers and their
Subsidiaries have received the consideration for which such stock was
authorized to be issued and have otherwise complied with all legal
requirements relating to the authorization and issuance of shares of stock
and all such shares are validly issued, fully paid and non-assessable.
Holdings, the Borrowers and their subsidiaries have no other capital stock
of any class outstanding.
(b) Article 5 of the Credit Agreement is hereby further amended by
deleting Schedule 5.4 thereof in its entirety and substituting therefor
the Schedule 5.4 attached hereto.
Section 3. Amendment of Article 10.
(a) Article 10 of the Credit Agreement is hereby amended by deleting
clauses (i) and (j) thereof and substituting therefor the following:
(i) At any time that none of the stock of Holdings or of any
Borrower is publicly traded, (i) Holdings shall cease to own of
record and beneficially at least 96% of the issued and outstanding
stock of American Ski, on a fully diluted basis, or (ii) Xxxxxx X.
Xxxxx, his spouse and children, and trusts established for his or
their benefit (collectively the "Xxxxx Shareholders") shall cease to
own of record and beneficially at least 65% of the issued and
outstanding capital stock of Holdings, on a fully diluted basis.
(j) At any time at any of the stock of Holdings or any
Borrower is traded publicly, any person or group of persons within
the meaning of Section 13 or 14 of the Securities Exchange Act of
1934, other than the Xxxxx Shareholders, shall own of record or
beneficially more than 35% of the issued and outstanding capital
stock of Holdings.
(b) Article 10 of the Credit Agreement is hereby further amended by adding
a new subclause (s) as follows:
(s) After July 2, 1997, Holdings shall incur any Indebtedness
for borrowed money or shall issue any preferred stock, in either
case on terms and conditions which impose any limitations or
restrictions applicable to any Borrower, directly or indirectly,
which are more onerous than the terms and conditions to which such
Borrower is subject under the Lender Agreements.
2
Section 4. Representations and Warranties; No Default. The Borrowers
hereby confirm to the Agent and the Lenders the representations and warranties
of the Borrowers set forth in Article 5 of the Credit Agreement (as amended
hereby) as of the date hereof, as if set forth herein in full. The Borrowers
hereby further represent and warrant that the execution and delivery by Holdings
of the Holdings Securities Purchase Agreement does not constitute a Default
under the Subordinated Notes Indentures. The Borrowers hereby certify that,
after giving effect to this Third Amendment to Credit Agreement and the Holdings
Securities Purchase Agreement, no Default exists under the Credit Agreement.
Section 5. Miscellaneous. The Borrowers agree, jointly and severally, to
pay on demand all the Agent's reasonable expenses in preparing, executing and
delivering this Third Amendment to Credit Agreement, and all related instruments
and documents, including, without limitation, the reasonable fees and
out-of-pocket expenses of the Agent's special counsel, Xxxxxxx, Procter & Xxxx
LLP. This Third Amendment to Credit Agreement shall be a Lender Agreement and
shall be governed by and construed and enforced under the laws of The
Commonwealth of Massachusetts.
3
IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have caused
this Third Amendment to Credit Agreement to be executed by their duly authorized
officers as of the date first set forth above.
AMERICAN SKIING COMPANY
By: /s/ [Illegible]
---------------------------------
Its Senior Vice President ("SVP")
SUNDAY RIVER SKIWAY CORPORATION
By: /s/ [Illegible]
---------------------------------
Its SVP
SUNDAY RIVER LTD.
By: /s/ [Illegible]
---------------------------------
Its SVP
PERFECT TURN, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
SUNDAY RIVER TRANSPORTATION INC.
LBO HOLDING, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
CRANMORE, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
SUGARBUSH RESORT HOLDINGS INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
4
SUGARBUSH LEASING COMPANY
By: /s/ [Illegible]
---------------------------------
Its SVP
SUGARBUSH RESTAURANTS, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
MOUNTAIN WASTEWATER TREATMENT,
INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
S-K-I LTD.
By: /s/ [Illegible]
---------------------------------
Its SVP
KILLINGTON, LTD.
By: /s/ [Illegible]
---------------------------------
Its SVP
MOUNT SNOW LTD.
By: /s/ [Illegible]
---------------------------------
Its SVP
WATERVILLE VALLEY SKI AREA LTD.
By: /s/ [Illegible]
---------------------------------
Its SVP
PICO SKI AREA MANAGEMENT COMPANY
By: /s/ [Illegible]
---------------------------------
Its SVP
5
RESORTS SOFTWARE SERVICES, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
KILLINGTON RESTAURANTS, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
RESORT TECHNOLOGIES, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
DOVER RESTAURANTS, INC.
By: /s/ [Illegible]
---------------------------------
Its SVP
DEERFIELD OPERATING COMPANY
By: /s/ [Illegible]
---------------------------------
Its SVP
SUGARLOAF MOUNTAIN CORPORATION
By: /s/ [Illegible]
---------------------------------
Its SVP
MOUNTAINSIDE
By: /s/ [Illegible]
---------------------------------
Its SVP
SUGARTECH
By: /s/ [Illegible]
---------------------------------
Its SVP
6
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
BANKBOSTON, N.A.
By:
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK, AS AGENT
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
7
FLEET NATIONAL BANK
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
BANKBOSTON, N.A.
By: /s/ [Illegible]
-----------------------------------
Name: [Illegible]
Title: Director
KEYBANK NATIONAL ASSOCIATION
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK, AS AGENT
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
7
FLEET NATIONAL BANK
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
BANKBOSTON, N.A.
By:
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK, AS AGENT
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
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