FIRST AMENDMENT TO AMENDED,
RESTATED AND CONSOLIDATED CREDIT AGREEMENT
Dated as of March 6, 2000
Among
AMERICAN SKIING COMPANY
AND THE OTHER BORROWERS PARTY HERETO,
as Borrowers,
THE LENDERS PARTY HERETO,
and
FLEET NATIONAL BANK
as Agent for the Lenders
FIRST AMENDMENT TO AMENDED,
RESTATED AND CONSOLIDATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED, RESTATED AND CONSOLIDATED CREDIT
AGREEMENT is entered into as of March 6, 2000 by and among AMERICAN SKIING
COMPANY, a Delaware corporation ("American Ski") and the other Borrowers party
to the Credit Agreement referred to below (each with American Ski a "Borrower"
and collectively the "Borrowers"), the Lenders party to the Credit Agreement
(the "Lenders") and FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national
banking association, as Agent (the "Agent") for the Lenders.
Recitals
The Borrowers, the Lenders and the Agent are parties to an Amended,
Restated and Consolidated Credit Agreement dated as of October 12, 1999 (as
amended, the "Credit Agreement"). The Borrowers desire to amend the Credit
Agreement in various respects. The 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 6, the Borrowers, the Lenders and the Agent
hereby agree as follows:
Section 1. Definitions. (a) Section 1.1 of the Credit Agreement is
hereby amended by inserting the following definitions in alphabetical
order, as follows:
"Consolidated Senior Debt" shall mean the outstanding
principal amount of the Term Loans, the Revolving Credit Advances and
the Swing Line Loans.
"First Amendment" shall mean the First Amendment to Amended,
Restated and Consolidated Credit Agreement among the Borrowers, the
Lenders and the Agent dated as of March 6, 2000.
Section 2. Amendment of Covenants.
(a) Section 2.1(b) of the Credit Agreement is hereby amended
by deleting the second proviso thereof and substituting therefor the following:
and provided further that during each fiscal year of the Borrowers,
commencing with the fiscal year ending July 30, 2000, there shall be a
period of 30 (thirty) consecutive days, including April 30 of each
year, during which the sum of (i) the outstanding principal amount of
all Revolving Credit Advances and (ii) the Letter of Credit Exposure
shall not exceed (A) $25,000,000 during the Borrowers' 2000 fiscal year
and (B) $35,000,000 for each fiscal year thereafter.
(b) Section 2.1 of the Credit Agreement is hereby amended by
adding the following paragraph (d) thereto, which shall be effective from May 1
through November 30, 2000:
(d) Except with the prior written consent of
Revolving Credit Lenders holding at least 51% of the sum of outstanding
principal amount of the Revolving Credit Loans and the Unused Revolving
Credit Commitments, for the period from May 1 through November 30,
2000, the making of any requested Revolving Credit Advance shall not
cause the amount of outstanding Revolving Credit Advances to exceed the
Borrowers' 2000 Revolver Balance Amounts. For purposes of this Section
2.1(d), the Borrowers' 2000 Revolver Balance Amounts shall mean the
amounts set forth on Schedule 1 to the First Amendment.
(c) Section 6.1 of the Credit Agreement is hereby amended by
deleting paragraph (b) thereof in its entirety and substituting therefor the
following:
(b) As soon as available, but in any event not more
than twenty (20) days after the end of each month, American Ski shall
furnish to the Agent and each Lender (i) consolidated and consolidating
profit and loss statements of American Ski and each of its Restricted
Subsidiaries for the period then ended all in reasonable detail and
(ii) unconsolidated profit and loss statements of the Unrestricted
Subsidiaries similar to the profit and loss statements described in
clause (i) above.
(d) Section 6.1 of the Credit Agreement is hereby further
amended by deleting paragraph (c) thereof in its entirety and substituting
therefor the following:
(c) As soon as available, but in any event not more
than forty-five (45) days after the end of each quarter of each fiscal
year of American Ski, American Ski shall furnish to the Agent, for
distribution to the Lenders upon request, the quarter-to-date and
year-to-date summary financial packages prepared and distributed to the
directors of American Ski with respect to such quarter.
(e) Effective as of January 30, 2000, Article 7 of the
Credit Agreement is amended as follows:
(i) Section 7.1 is deleted in its entirety and the
following is substituted therefor:
7.1 Ratio of Consolidated Total Debt to Consolidated EBITDA.
American Ski and its Restricted Subsidiaries shall maintain as of the
end of each fiscal quarter, commencing with 2001 fiscal quarter 3, a
ratio of (a) Consolidated Total Debt as of such date to (b)
Consolidated EBITDA for the four-quarter period ending on such date of
not more than the following levels as of the fiscal quarters indicated:
Fiscal Quarter Ratio Fiscal Quarter Ratio
2001 Quarter 3 5.50-to-1.00 2003 Quarter 1 5.00-to-1.00
2001 Quarter 4 5.50-to-1.00 2003 Quarter 2 5.00-to-1.00
2002 Quarter 1 5.50-to-1.00 2003 Quarter 3 4.50-to-1.00
2002 Quarter 2 5.50-to-1.00 2003 Quarter 4 4.50-to-1.00
2002 Quarter 3 5.00-to-1.00 2004 Quarter 1 4.50-to-1.00
2002 Quarter 4 5.00-to-1.00 2004 Quarter 2 4.50-to-1.00
2004 Quarter 3 4.00-to-1.00
and Thereafter
(ii) Section 7.2 is deleted in its entirety and the following is
substituted therefor:
7.2 Ratio of Consolidated Adjusted Cash Flow to Consolidated
Debt Service. American Ski and its Restricted Subsidiaries shall
maintain as of the end of each fiscal quarter, commencing with 2001
fiscal quarter 3, for the four-quarter period ending on such date a
ratio of (a) Consolidated Adjusted Cash Flow to (b) Consolidated Debt
Service of not less than the following levels as of the end of each
fiscal quarter indicated:
Fiscal Quarter Ratio Fiscal Quarter Ratio
2001 Quarter 3 1.10-to-1.00 2003 Quarter 2 1.25-to-1.00
2001 Quarter 4 1.10-to-1.00 2003 Quarter 3 1.25-to-1.00
2002 Quarter 1 1.10-to-1.00 2003 Quarter 4 1.25-to-1.00
2002 Quarter 2 1.10-to-1.00 2004 Quarter 1 1.25-to-1.00
2002 Quarter 3 1.25-to-1.00 2004 Quarter 2 1.25-to-1.00
2002 Quarter 4 1.25-to-1.00 2004 Quarter 3 1.50-to-1.00
2003 Quarter 1 1.25-to-1.00 and Thereafter
(iii) Section 7.3 is deleted in its entirety and the following is
substituted therefor:
7.3 Ratio of Consolidated EBITDA to Consolidated Interest
Expense. American Ski and its Restricted Subsidiaries shall maintain as
of the end of each fiscal quarter for the four-quarter period ending on
such date a ratio of (a) Consolidated EBITDA to (b) Consolidated
Interest Expense of not less than the following levels as of the end of
each fiscal quarter indicated:
Fiscal Quarter Ratio Fiscal Quarter Ratio
2000 Quarter 2 1.20-to-1.00 2002 Quarter 1 1.50-to-1.00
2000 Quarter 3 1.20-to-1.00 2002 Quarter 2 1.50-to-1.00
2000 Quarter 4 1.20-to-1.00 2002 Quarter 3 2.00-to-1.00
2001 Quarter 1 1.20-to-1.00 2002 Quarter 4 2.00-to-1.00
2001 Quarter 2 1.20-to-1.00 2003 Quarter 1 2.00-to-1.00
2001 Quarter 3 1.50-to-1.00 2003 Quarter 2 2.00-to-1.00
2001 Quarter 4 1.50-to-1.00 2003 Quarter 3 2.25-to-1.00
and Thereafter
(iv) Section 7.5 is deleted in its entirety and the following is
substituted therefor:
7.5 Minimum Consolidated EBITDA. American Ski and its
Restricted Subsidiaries shall have Consolidated EBITDA of not less than
the amounts set forth below for the applicable fiscal quarter.
Fiscal Quarter Minimum EBITDA
2000 Quarter 3 $60,000,000
2000 Quarter 4 ($20,000,000)
2001 Quarter 1 ($20,000,000)
2001 Quarter 2 $20,000,000
2001 Quarter 3 $65,000,000
2001 Quarter 4 ($20,000,000)
2002 Quarter 1 ($20,000,000)
2002 Quarter 3 $22,000,000
(v) Section 7.6 is inserted as a new section in numerical
order, as follows:
7.6 Ratio of Consolidated Senior Debt to Consolidated EBITDA.
American Ski and its Restricted Subsidiaries shall maintain as of the
end of each fiscal quarter a ratio of (a) Consolidated Senior Debt as
of such date to (b) Consolidated EBITDA for the four-quarter period
ending on such date of not more than the following levels as of the
fiscal quarters indicated:
Fiscal Quarter Ratio Fiscal Quarter Ratio
2000 Quarter 3 3.75-to-1.00 2002 Quarter 2 3.25-to-1.00
2000 Quarter 4 3.75-to-1.00 2002 Quarter 3 2.75-to-1.00
2001 Quarter 1 4.25-to-1.00 2002 Quarter 4 2.75-to-1.00
2001 Quarter 2 4.25-to-1.00 2003 Quarter 1 2.75-to-1.00
2001 Quarter 3 3.25-to-1.00 2003 Quarter 2 2.75-to-1.00
2001 Quarter 4 3.25-to-1.00 2003 Quarter 3 2.50-to-1.00
2002 Quarter 1 3.25-to-1.00 and Thereafter
(f) Section 9.7 of the Credit Agreement is hereby amended as
follows:
(i) The figure "$23,100,000" appearing in paragraph (a)(ii)
thereof is hereby deleted and the figure "$20,000,000"
substituted therefor.
(ii) Paragraph (b) thereof is relettered paragraph "(c)" and
the year "2000" appearing on the first line thereof is deleted
and the year "2001" substituted therefor.
(iii) A new paragraph (b) shall be added as follows:
(b) For their fiscal year 2001, American Ski and its
Restricted Subsidiaries may make Capital Expenditures
not to exceed $13,000,000.
(iv) Paragraph (c) thereof is relettered paragraph "(d)" and
references therein to "clauses (a) and (b)" shall be changed
to "clauses (a), (b) and (c)".
Section 3. Pricing Schedule. Schedule 2 to the Credit Agreement is
hereby amended by deleting that Schedule in its entirety and substituting
therefor the Pricing Schedule attached hereto as Exhibit A.
Section 4. Compliance Certificate. Exhibit C to the Credit Agreement
is hereby amended by deleting that Exhibit in its entirety and substituting
therefor the form of Compliance Certificate attached hereto as Exhibit C.
Section 5. Fees and Expenses. Upon the execution and delivery hereof
by the Majority Lenders, the Borrowers hereby agree to pay to the Agent in cash
all of the Agent's reasonable expenses in preparing, executing and delivering
this First Amendment to Amended, Restated and Consolidated 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.
Section 6. Effectiveness; Conditions to Effectiveness. This First
Amendment to Amended, Restated and Consolidated Credit Agreement shall become
effective upon execution hereof by the Borrowers, the Majority Lenders and the
Agent and satisfaction of the following conditions:
(a) Officer's Certificate. The Borrowers shall have
delivered to the Agent an Officer's Certificate in
the form of Exhibit B hereto.
(b) Fees. The Borrowers shall have paid to the Agent all
fees due and payable pursuant to the fee letter
between American Ski and the Agent relating hereto.
Section 7. Representations and Warranties; No Default. Except as set
forth on the Amended Schedules attached hereto as Schedule 2, the Borrowers,
jointly and severally, 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 (except as to representations and warranties made as of a certain
date, which shall be true and correct in all material respects as of such date
and except as to transactions permitted under the Credit Agreement). The
Borrowers hereby certify that, after giving effect to this First Amendment to
Amended, Restated and Consolidated Credit Agreement, no Default exists under the
Credit Agreement.
Section 8. Lender Agreement. 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 Amended, Restated and Consolidated Credit Agreement shall be a Lender
Agreement and shall be governed by and construed and enforced under the laws of
The Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have
caused this First Amendment to Amended, Restated and Consolidated Credit
Agreement to be executed by their duly authorized officers as of the date first
set forth above.
AMERICAN SKIING COMPANY
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
SUNDAY RIVER SKIWAY CORPORATION
SUNDAY RIVER LTD.
PERFECT TURN, INC.
SUNDAY RIVER TRANSPORTATION INC.
L.B.O. HOLDING, INC.
SUGARBUSH RESORT HOLDINGS, INC.
SUGARBUSH LEASING COMPANY
SUGARBUSH RESTAURANTS, INC.
MOUNTAIN WASTEWATER TREATMENT, INC.
S-K-I, LTD.
KILLINGTON, LTD.
MOUNT SNOW LTD.
PICO SKI AREA MANAGEMENT COMPANY
RESORTS SOFTWARE SERVICES, INC.
KILLINGTON RESTAURANTS, INC.
RESORTS TECHNOLOGIES, INC.
DOVER RESTAURANTS, INC.
SUGARLOAF MOUNTAIN CORPORATION
MOUNTAINSIDE
ASC UTAH
STEAMBOAT SKI & RESORT CORPORATION
HEAVENLY VALLEY SKI & RESORT CORPORATION
HEAVENLY CORPORATION
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title:Chief Financial Officer
HEAVENLY VALLEY, LIMITED PARTNERSHIP
By: Heavenly Corporation, its general
partner
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer
FLEET NATIONAL BANK, as Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
FLEET NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
[Signature Page to First Amendment to Amended,
Restated and Consolidated Credit Agreement]
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:Vice President
000 Xxxxxxx Xxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Mr. Xxx Xxxxx, Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Salem
------------------------------------
Name: Xxxxxx X. Salem
Title:Vice President
000 00xx Xxxxxx
Xxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxxxx Salem
Vice President
FIRST SECURITY BANK, N.A.
By: /s/ Xxxx xxx Xxxxxxxx
------------------------------------
Name: Xxxx xxx Xxxxxxxx
Title:Vice President
15 East 000 Xxxxx, 0xx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxx xxx Xxxxxxxx
Vice President
THE XXXXXX BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title:Senior Vice President
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Mr. Xxxxxxx Xxxxx
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
000 Xxxxxxxx Xxxx Xxxx, Xxxx 0X
Xxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Mr. Xxxx Xxxxxxx
XXX XXXXXX AMERICAN CAPITAL PRIME RATE
INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title:Vice President
c/o Xxx Xxxxxx American Capital
Xxx Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxxx Xxxxx
CAPTIVA II FINANCE, LTD.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title:Director
x/x Xxxxxxxx Xxxx (Xxxxxx) Xxxxxxx
X.X.Xxx 0000, XX, Elizabethan Square
Grand Cayman; Cayman Islands
Attention: Director
with a copy to:
Captiva II Finance Ltd:
c/o TCW Advisors, Inc.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
KZH-PAMCO LLC
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title:Authorized Agent
x/x Xxx Xxxxx Xxxxxxxxx Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxxxxxx Xxxxxx
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management L.P.,
as Collateral Manager
By: /s/ Xxxx X. Xxxxx, CFA
Name: Xxxx X. Xxxxx
Title: Executive Vice President
c/o Highland Capital Management, L.P.
1150 Two Galleria Tower
00000 Xxxx Xx. XX #00
Xxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxx Xxxxx/Xx.Xxx Xxxxxxx
KZH III LLC
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title:Authorized Agent
c/o The Chase Manhattan Bank
00 Xxxx 00xx Xxxxxx-00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxxxxxx Xxxxxx
PAMCO CAYMAN, LTD.
By: Highland Capital Management L.P.,
as Collateral Manager
By: /s/ Xxxx X. Xxxxx CFA
Name: Xxxx X. Xxxxx
Title:Executive Vice President
c/o Highland Capital Management, L.P.
1150 Two Galleria Tower
00000 Xxxx Xxxx, XX 00
Xxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxx Xxxxx/Xx.Xxx Xxxxxxx
DEBT STRATEGIES FUND II, INC.
By: Xxxxxxx Xxxxx Asset Management,L.P.,
as Investment Advisor
By: /s/Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title:Authorized Signatory
c/o Merrill Xxxxx Asset Management
000 Xxxxxxxx Xxxx Xxxx - Xxxx 0X
Xxxxxxxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Mr. Xxxx Xxxxxxx
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/Xxxxx X'Xxxxxx
Name: Xxxxx X'Xxxxxx
Title:Vice President
c/o Morgan Xxxxxxx Senior Funding, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Mr. Xxxxx Xxxxxx
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By: /s/ Xxxx X. XxXxxxxx
Name: Xxxx X. XxXxxxxx
Title:Authorized Signatory
c/x Xxxxxxxxx Capital Partners LLC
000 Xxxxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxxxxxxxxxx X. Xxxxxx
BLACK DIAMOND CLO 1998-1 LTD.
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title:Director
c/o Black Diamond Capital Management,
L.L.C.
00 Xxxxx Xxxx
Xxx Xxx, XX 00000
Telecopier: (000) 000-0000
Attention: Xx. Xxx Xxxxxxxxxx
BLACK DIAMOND INTERNATIONAL FUNDING LTD.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title:Director
Xxx Xxxxx
Black Diamond International Funding Ltd.
c/o Black Diamond Capital Management,LLC
Attn: Loan Administrator
One Xxxxxx Park
000 Xxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxxx, XX 00000
P: 847-615-9000
F: 000-000-0000
LONG LANE MASTER TRUST IV
By: BankBoston, N.A., as trust
administrator
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
Long Lane Master Trust IV
c/o BankBoston, N.A.
Attn: Xxxxxxx Xxxx
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Mail Stop: 01-11-05
P: 000-000-0000
F: 000-000-0000
