FIRST AMENDMENT TO
CREDIT AGREEMENT
Dated as of July 20, 1998
Among
ASC UTAH
ASC WEST, INC.
STEAMBOAT SKI & RESORT CORPORATION
STEAMBOAT DEVELOPMENT CORPORATION
HEAVENLY VALLEY SKI & RESORT CORPORATION
HEAVENLY CORPORATION
HEAVENLY VALLEY, LIMITED PARTNERSHIP
as Borrowers,
AMERICAN SKIING COMPANY,
as Guarantor,
THE LENDERS PARTY HERETO,
BANKBOSTON, N.A.,
as Agent for the Lenders
and
DLJ CAPITAL FUNDING, INC.
as Documentation Agent for the Lenders
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT is entered into as of July 20,
1998 by and among ASC UTAH, a Maine corporation ("ASC Utah"), ASC WEST, INC., a
Maine corporation ("ASC West"), STEAMBOAT SKI & RESORT CORPORATION, a Delaware
corporation, STEAMBOAT DEVELOPMENT CORPORATION, a Delaware corporation, HEAVENLY
VALLEY SKI & RESORT CORPORATION, a Delaware corporation, HEAVENLY CORPORATION, a
Delaware corporation, HEAVENLY VALLEY, LIMITED PARTNERSHIP, a Nevada limited
partnership of which Heavenly Valley Ski & Resort Corporation and Heavenly
Corporation own all of the partnership interests (each a "Borrower" and
collectively, the "Borrowers"), AMERICAN SKIING COMPANY, a Maine corporation
("American Ski"), the lenders from time to time party hereto (the "Lenders"),
BANKBOSTON, N.A., a national banking association, as Agent for the lenders from
time to time party hereto (the "Agent") and DLJ CAPITAL FUNDING, INC., as
Documentation Agent for the lenders from time to time party hereto (the
"Documentation Agent") under the Credit Agreement referred to below.
Recitals
The Borrowers, American Ski, the Lenders, the Documentation Agent and
the Agent are parties to a Credit Agreement dated as of November 12, 1997 (as
amended, the "Credit Agreement"). The Borrowers and American Ski desire to amend
the Credit Agreement in various respects, including amending the definition of
Maximum Revolving Credit Amount to increase the amount available by $10,000,000.
The Agent, the Documentation Agent and the Lenders are willing to amend the
Credit Agreement on the terms and conditions set forth herein. All capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Credit Agreement.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 5, the Borrowers, American Ski, the Lenders,
the Documentation Agent and the Agent hereby agree as follows:
Section 1. Definitions. Section 1.1 of the Credit Agreement is hereby
amended by deleting the definition of Maximum Revolving Credit Amount in its
entirety and substituting therefor the following:
"Maximum Revolving Credit Amount" shall mean as of any date of
determination, the lesser of (a) the applicable amount set forth below
(as each such amount may be reduced from time to time pursuant to the
mandatory reduction requirements of Section 4.1(c)):
Closing Date through May 30, 1999 $75,000,000
May 31, 1999 through May 30, 2000 74,650,000
May 31, 2000 through May 30, 2001 73,650,000
May 31, 2001 through May 30, 2002 68,150,000
May 31, 2002 through May 30, 2003 62,400,000
May 31, 2003 through May 30, 2004 56,550,000
or (b) the amount to which the Maximum Revolving Credit Amount may have
been reduced pursuant to Section 2.12; provided that if the obligation
of the Lenders to make further Loans is terminated upon the occurrence
of an Event of Default, the Maximum Revolving Credit Amount as of any
date of determination thereafter shall be deemed to be $0.
Section 2. Revised Revolving Credit Notes. The Agent, the Documentation
Agent, the Lenders, American Ski, and the Borrowers hereby agree that the
Borrowers shall execute and deliver to the Lenders the Revolving Credit Notes in
the form of Exhibit A hereto to evidence the Revolving Credit Advances, which
notes, from and after the date hereof, shall be deemed to be the Revolving
Credit Notes under the Credit Agreement. Accrued interest on the Borrowers'
Revolving Credit Notes dated November 12, 1997, through the date hereof shall be
paid on the dates for payment thereof under the Credit Agreement.
Section 3. Sale and Leaseback. Section 9.11 of the Credit Agreement is
hereby amended by inserting the following at the end of that section:
Provided, however, that on or before July 31, 1998, ASC West, Inc. may
sell or transfer non-essential equipment to American Ski and ASC East,
in an aggregate amount of not greater than $500,000, with the intention
of taking back a lease of the same property, so long as the rights in
such lease are granted to the Agent, all on terms acceptable to the
Agent. Such equipment shall be transferred or sold subject to the
continuing security interest of the Agent and the Lenders and shall
continue to be Collateral.
Section 4. Events of Default. Section 10.1 of the Credit Agreement is
hereby amended by deleting paragraph (e) clause (ii) in its entirety and
substituting therefor the following:
(ii) shall fail to observe or perform its covenants, agreements and
obligations under any other material lease or other agreement by which
it is bound, including the $25,000,000 leasing facility with BankBoston
Leasing, Inc., dated as of July 20, 1998.
Section 5. Effectiveness; Conditions to Effectiveness. This First
Amendment to Credit Agreement shall become effective as of July 20, 1998 upon
execution hereof by the Borrowers, the Lenders, and the Agent and satisfaction
of the following conditions:
(a) Revolving Credit Notes. The Borrowers shall have delivered
to the Lenders revised Revolving Credit Notes in the aggregate principal
amount of $75,000,000, in the form of Exhibit A hereto, in exchange for
the outstanding Revolving Credit Notes dated November 12, 1997.
(b) Officers' Certificate. The Borrowers and American Ski
shall have delivered to the Agent an Officers' Certificate in the form
of Exhibit B hereto.
(c) Opinion of Counsel. The Borrowers and American Ski shall
have delivered to the Agent an opinion of Xxxxxx Xxxxxx, counsel to
American Ski and the Borrowers, in form and substance satisfactory to
the Agent.
(d) Execution of the First Amendment to Amended and Restated
Credit Agreement. Execution of the First Amendment to Amended and
Restated Credit Agreement among the ASC East Borrowers, the Agent, the
Documentation Agent and the Lenders party thereto simultaneously
herewith and the compliance by the ASC East Borrowers with all
agreements contained in the First Amendment to Amended and Restated
Credit Agreement, including satisfaction of all conditions precedent to
effectiveness thereunder.
Section 6. Amendments to Mortgages. American Ski and the Borrowers
hereby covenant that promptly following the execution and delivery of this First
Amendment to Credit Agreement, American Ski and the Borrowers shall duly and
properly record and file amendments to the Mortgages, Collateral Assignments of
Leases, Collateral Assignments of Income, Assignments in Trust and Assignments
of Licenses, reflecting the increase in the amount secured by $10,000,000, in
form and substance acceptable to the Agent.
Section 7. Representations and Warranties; No Default. American Ski and
the Borrowers, jointly and severally, hereby confirm to the Agent and the
Lenders, the representations and warranties of American Ski and 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. American Ski and the Borrowers
hereby certify that, after giving effect to this First Amendment to Credit
Agreement, no Default exists under the Credit Agreement (unless stated to relate
solely to an earlier date, in which case they were true and correct as of such
earlier date).
Section 8. Miscellaneous. The Borrowers agree to pay on demand all the
Agent's reasonable expenses in preparing, executing and delivering this First
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. All references to the
Credit Agreement in the Credit Agreement, the other Lender Agreements or any
other document shall be deemed to refer to the Credit Agreement as amended
hereby. This First 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, American Ski, the Borrowers, the Lenders, the
Documentation Agent, and the Agent have caused this First Amendment to Credit
Agreement to be executed by their duly authorized officers as of the date first
set forth above.
ASC UTAH
ASC WEST, INC.
STEAMBOAT SKI & RESORT CORPORATION
STEAMBOAT DEVELOPMENT CORPORATION
HEAVENLY VALLEY SKI & RESORT CORPORATION
HEAVENLY CORPORATION
By:/s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Vice President
HEAVENLY VALLEY, LIMITED PARTNERSHIP
By: Heavenly Corporation, its general partner
By:/s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Vice President
AMERICAN SKIING COMPANY
By:/s/ Xxxxxxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Senior Vice President
BANKBOSTON, N.A., as Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
DLJ CAPITAL FUNDING, INC., as Documentation Agent
By: /s/ illegible
-----------------------------
Name:
Title:
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
DLJ CAPITAL FUNDING, INC.
By: /s/ illegible
-----------------------------
Name:
Title:
NORWEST BANK COLORADO, NATIONAL ASSOCIATION
By: /s/ illegible
--------------------------------
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION d/b/a COLORADO NATIONAL
BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
FIRST SECURITY BANK, N.A.
By: Xxxx Xxx Xxxxxxxx
--------------------------------
Name:Xxxx Xxx Xxxxxxxx
Title: Vice President
FLOATING RATE PORTFOLIO
By: INVESCO SENIOR SECURED MANAGEMENT, INC.,
As Attorney in Fact
By: /s/ Xxxx XxXxxxxx
--------------------------------
Name: Xxxx XxXxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By:/s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX PRIME RATE PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By:/s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Authorized Signatory
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
By: Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
XXXXX XXXXX SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By: Payson X. Xxxxxxxxx
-------------------------
Name: Payson X. Xxxxxxxxx
Title: Vice President
CAPTIVA II FINANCE, LTD.
By:/s/ illegible
--------------------------
Name:
Title:
XXXXXX BANK
By:/s/ illegible
--------------------------
Name:
Title:
XXXXXXXXX CAPITAL PARTNERS
By:/s/ illegible
--------------------------
Name:
Title:
KZH-PAMCO CORPORATION
By:/s/ illegible
--------------------------
Name:
Title:
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management L.P., as
Collateral Manager
By:/s/ illegible
--------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.
By: Cypress Tree Investment Management Company, Inc., as
Portfolio Manager
By:/s/ illegible
--------------------------
Name:
Title:
KZH Holding Corporation III
By:/s/ illegible
--------------------------
Name:
Title:
