EXHIBIT 10.81
SUGARLOAF JOINDER
JOINDER
OF
SUGARLOAF MOUNTAIN CORPORATION
SUGARTECH
and
MOUNTAINSIDE
August 30, 1996
Fleet National Bank, as Agent
Xxx Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of June 28,
1996, as from time to time in effect (the "Credit Agreement"), by and among
American Skiing Company, a Maine corporation ("American Ski"), certain of its
subsidiaries (together with American Ski, the "Borrowers"), Fleet National Bank,
as agent (the "Agent") and the lenders party thereto. All capitalized terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the meanings so defined.
Immediately following the execution and delivery hereof, the undersigned,
Sugarloaf Mountain Corporation, a Maine corporation ("Sugarloaf"), Sugartech, a
Maine corporation ("Sugartech"), and Mountainside, a Maine corporation
("Mountainside"), will be wholly-owned Subsidiaries of American Ski.
To induce the Lenders to make Revolving Credit Advances and Swing Line
Loans from time to time to the Borrowers and in accordance with Section 2.15 of
the Credit Agreement, Sugarloaf, Sugartech and Mountainside hereby (a) become
Borrowers under the Credit Agreement, jointly and severally, and (b) consent and
agree (i) to be jointly and severally liable for all Lender Obligations
currently outstanding or hereafter created, and (ii) to be bound by all
representations, warranties, covenants and agreements of the Borrowers under the
Credit Agreement, the Notes and all Lender Agreements in each case, with the
same force and effect as if Sugarloaf, Sugartech and Mountainside were
signatories to such documents and were expressly named therein. Without limiting
the generality of the foregoing, from and after the date hereof, S-K-I Limited
will maintain legal and beneficial ownership of 100% of the equity interests of
Sugarloaf and its Subsidiaries in accordance with Section 10.1(l) of the Credit
Agreement.
Sugarloaf, Mountainside and Sugartech hereby represent and warrant that
all conditions precedent to the Sugarloaf Joinder set forth in Section 2.15 of
the Credit Agreement have been satisfied in full.
Upon execution of this Joinder and satisfaction of all conditions set
forth in Section 2.15 of the Credit Agreement, the Unlimited Guaranty dated as
of June 28, 1996 executed by Sugarloaf in favor of the Agent shall terminate.
Upon execution of this Joinder and satisfaction of all conditions set
forth in Section 2.15 of the Credit Agreement, the Unlimited Guaranty dated as
of June 28, 1996 executed by Sugartech in favor of the Agent shall terminate.
Upon execution of this Joinder and satisfaction of all conditions set
forth in Section 2.15 of the Credit Agreement, the Unlimited Guaranty dated as
of June 28, 1996 executed by Mountainside in favor of the Agent shall terminate.
EXECUTED as an instrument under seal as of the date first written above.
WITNESS: SUGARLOAF MOUNTAIN CORPORATION
/s/ [Illegible By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------ ---------------------------------
Name: Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
WITNESS: SUGARTECH
/s/ [Illegible By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------ ---------------------------------
Name: Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
WITNESS: MOUNTAINSIDE
/s/ [Illegible By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------------ ---------------------------------
Name: Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
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Acknowledged and Agreed:
FLEET NATIONAL BANK,
AS AGENT ON BEHALF
OF EACH OF THE LENDERS
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
The undersigned Borrowers hereby (a)
acknowledge the foregoing Joinder, (b) agree
to be jointly and severally liable for all
obligations of Sugarloaf Mountain
Corporation, Sugartech and Mountainside
under the Credit Agreement, the Notes and
the other Lender Agreements, (c) confirm and
restate as of the date hereof, after giving
effect to the foregoing Joinder, the
representations and warranties of the
Borrowers contained in Article 5 of the
Credit Agreement, and (d) certify that no
Default has occurred under the Credit
Agreement.
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.
S-K-I LTD.
KILLINGTON, LTD.
MOUNT SNOW LTD.
WATERVILLE VALLEY SKI AREA LTD.
PICO SKI AREA MANAGEMENT COMPANY
RESORT SOFTWARE SERVICES, INC.
KILLINGTON RESTAURANTS
RESORTS TECHNOLOGIES, INC.
DOVER RESTAURANTS, INC.
3
DEERFIELD OPERATING COMPANY
MOUNTAIN WASTEWATER TREATMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
4
JOINDER TO
REVOLVING CREDIT NOTES AND SWING
LINE NOTE DATED JUNE 28, 1996
The undersigned, Sugarloaf Mountain Corporation, a Maine corporation,
Sugartech, a Maine corporation and Mountainside, a Maine corporation, hereby
consent and agree to be jointly and severally bound as a "Borrower" under the
terms of those certain Revolving Credit Notes and Swing Line Note, each dated
June 28, 1996 in favor of the holders of such notes, with the same force and
effect as if the undersigned was a signatory thereto and expressly named
therein. The holders of such Notes may attach this Joinder to such notes.
EXECUTED as an instrument under seal as of August 29, 1996.
WITNESS: SUGARLOAF MOUNTAIN CORPORATION
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------- -------------------------------------
Name: [Illegible] Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
WITNESS: SUGARTECH
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------- -------------------------------------
Name: [Illegible] Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
WITNESS: MOUNTAINSIDE
/s/ [Illegible] By: /s/ Xxxxxx X. Xxxxxxxxxx
----------------------------- -------------------------------------
Name: [Illegible] Name: Xxxxxx X. Xxxxxxxxxx
Title: Treasurer
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