Exhibit 4.24


 


SIXTH
AMENDMENT TO THE


AMENDED,
RESTATED AND CONSOLIDATED CREDIT AGREEMENT 


 


SIXTH
AMENDMENT dated as of April 5, 2002 (this “Amendment”) with respect to the Amended,
Restated and Consolidated Credit Agreement dated as of October 12, 1999 (as
amended, the “Credit Agreement”) by and among American Skiing Company (“American
Skiing”) and the other borrowers party thereto (collectively, the “Borrowers”),
the lenders party thereto (the “Lenders”) and Fleet National Bank, N.A.
(formerly known as BankBoston, N.A.), as agent (the “Agent”).


 


W  I  T
N  E  S  S  E  T  H:


 


WHEREAS,
pursuant to the Credit Agreement, the Lenders have made Loans and other
financial accommodations to the Borrowers which remain outstanding; and


 


WHEREAS,
the Borrowers have requested that the Agent and the Lenders amend the Credit
Agreement as set forth herein, and the Agent and the Lenders are willing to do
so, but only on the terms and conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


ARTICLE
I


DEFINITIONS


 


Section 1.1.  Defined
Terms.  Unless otherwise defined
herein, capitalized terms used herein have the meanings assigned in the Credit
Agreement.


 


ARTICLE
II


AMENDMENTS


 


Section 2.1.  Amendments
to Section 1.1 (Definitions). 
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of Maximum Revolving Credit Amount and inserting in lieu
thereof 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)):


 


	
  Effective Date – July 1,
  2001

  	
   

  	
  $

  	
  72,000,000

  	
   

  
	
  July 2, 2001 –
  August 1, 2001

  	
   

  	
  $

  	
  87,000,000

  	
   

  
	
  August 2, 2001 –
  December 29, 2001

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
  December 30,
  2001 – January 26, 2002

  	
   

  	
  $

  	
  87,000,000

  	
   

  
	
  January 27, 2002
  – February 23, 2002

  	
   

  	
  $

  	
  67,000,000

  	
   

  
	
  February 24,
  2002 – March 30, 2002

  	
   

  	
  $

  	
  47,000,000

  	
   

  
	
  March 31, 2002 –
  April 28, 2002

  	
   

  	
  $

  	
  29,000,000

  	
   

  
	
  April 29, 2002 –
  June 2, 2002

  	
   

  	
  $

  	
  47,000,000

  	
   

  
	
  June 3, 2002 –
  June 30, 2002

  	
   

  	
  $

  	
  65,500,000

  	
   

  
	
  July 1, 2002 –
  July 28, 2002

  	
   

  	
  $

  	
  75,500,000

  	
  ;

  



 

















 


or (b) the amount to which the Maximum Revolving
Credit Amount may have been reduced pursuant to Section 2.12; provided that if
the obligations 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.  Notwithstanding anything to the contrary set
forth above, the Borrowers, the Agent and the Required Lenders shall, on or
before August 1, 2002, agree in writing to Maximum Revolving Credit Amounts for
all periods beginning August 1, 2002 through the Revolving Credit Termination
Date.  In the event the parties fail to
agree on such Maximum Revolving Credit Amounts on or before August 1, 2002, the
Maximum Revolving Credit Amount shall be deemed to be $0 as of August 1, 2002.”


 


ARTICLE III


EFFECTIVE DATE


 


Section 3.1  Closing Date.  This Amendment shall become effective as of
the date hereof upon receipt by the Agent of (a) counterparts of this Amendment,
duly executed and delivered by the Borrowers, the Agent and the Lenders and (b)
payment in full in cash of the invoiced and unpaid fees and expenses of the
Agent’s professionals as of April 5, 2002.


 


ARTICLE
IV


INTERPRETATION


 


Section
4.1.  Continuing Effect of the Credit
Agreement.  The Borrowers,
the Agent and each Lender hereby acknowledges and agrees that the Credit
Agreement shall continue to be and shall remain unchanged and in full force and
effect in accordance with its terms, except as expressly modified hereby.


 


Section 4.2.  No Waiver.  Nothing contained in this Amendment shall be construed or
interpreted or is intended as a waiver of any Default or Event of Default or of
any rights, powers, privileges or remedies that the Agent or the Lenders have
or may have under the Credit Agreement, any other related document or
applicable law on account of such Default or Event of Default.


 


ARTICLE
V


MISCELLANEOUS


 


Section
5.1.  Representations and Warranties.  The Borrowers hereby represent and warrant as
of the date hereof that, after giving effect to this Amendment, (a) no Default
or Event of Default has occurred and is continuing, and (b) all representations
and warranties of the Borrowers contained in the Credit Agreement are true and
correct in all material respects with the same effect as if made on and as of
such date.


 


Section
5.2.  Payment of Fees and Expenses.
The Borrowers hereby agree to pay or reimburse the Agent on demand for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
preparation and execution of this Amendment, including, without limitation, the
reasonable fees and disbursements of counsel to the Agent.


 


Section
5.3.  Counterparts.  This Amendment may be executed by the
parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


 


Section 5.4.  GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY,


 


2

















 


AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE COMMONWEALTH OF MASSACHUSETTS.


 


Section
5.5.  Reservation of Rights.  Notwithstanding anything contained in this
Amendment, the Borrowers acknowledge that the Agent and the Lenders do not
waive, and expressly reserve, the right to exercise, at any time, any and all
of their rights and remedies under the Credit Agreement, any other related
document and applicable law on account of any Default or Event of Default.


 


Section 5.6.  Confirmation
of Indebtedness.  The Borrowers
hereby confirm and acknowledge that, as of the Closing Date, (i) the Borrowers
are truly and justly indebted to the Lenders, without defense, counterclaim or
offset of any kind and (ii) as of April 4 2002, the Borrowers are liable to the
Lenders in respect of Loans in the aggregate principal amount of $79,599,011.59
(exclusive of Letters of Credit).


 


Section 5.7.  Waiver.  The Borrowers hereby release, waive, and
forever relinquish all claims, demands, obligations, liabilities and causes of
action of whatever kind or nature, whether known or unknown, which any of them
have, may have, or might assert at the time of execution of this Amendment or
in the future against the Agent, the Lenders and/or their respective parents,
affiliates, participants, officers, directors, employees, agents, attorneys,
accountants, consultants, successors and assigns (collectively, the “Lender Group”),
directly or indirectly, which occurred, existed, was taken, permitted or begun
prior to the execution of this Amendment, arising out of, based upon, or in any
manner connected with (i) any transaction, event, circumstance, action, failure
to act or occurrence of any sort or type, whether known or unknown, with
respect to the Credit Agreement, any other Lender Agreement and/or the
administration thereof or the obligations created thereby; (ii) any
discussions, commitments, negotiations, conversations or communications with
respect to the refinancing, restructuring or collection of any obligations
related to the Credit Agreement, any other Lender Agreement and/or the
administration thereof or the obligations created thereby, or (iii) any matter
related to the foregoing; provided, however, that the provisions
of this Section 5.7 shall not apply to any such matters of which the Borrowers
are presently unaware and which constitute or result from the gross negligence
and/or willful misconduct of any member of the Lender Group.


 


3

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
date first above written.


 


 


	
   

  	
  AMERICAN SKIING
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNDAY RIVER SKIWAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNDAY RIVER LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PERFECT TURN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNDAY RIVER
  TRANSPORTATION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  L.B.O. HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SRH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  



 


4

















 


	
   

  	
  S-K-I, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KILLINGTON, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOUNT SNOW LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PICO SKI AREA MANAGEMENT
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KILLINGTON
  RESTAURANTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOVER RESTAURANTS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUGARLOAF MOUNTAIN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  



 


5

















 


	
   

  	
  MOUNTAINSIDE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASC UTAH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STEAMBOAT SKI &
  RESORT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEAVENLY  SKI & RESORT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEAVENLY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEAVENLY VALLEY,
  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Heavenly Corporation,
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart

  	
   

  
	
   

  	
   

  	
  Title:

  



 


6

















 


	
   

  	
  FLEET NATIONAL BANK
  (successor in interest to BankBoston, N.A.), as Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel D. Butler

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK
  (successor in interest to BankBoston, N.A.), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel D. Butler

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: AVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, successor by merger to First Security Bank, N.A., as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: AVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: AVP

  



 


7

















 


	
   

  	
  THE HOWARD BANK, N.A.,
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACK DIAMOND CLO
  1998-1 LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACK DIAMOND CLO
  2000-1 LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACK DIAMOND
  INTERNATIONAL FUNDING, LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: Director

  



 


8

















 


	
   

  	
  MERRILL LYNCH PRIME
  RATE PORTFOLIO, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
  By:  Merrill Lynch Asset Management, L.P., as
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEBT STRATEGIES FUND,
  INC., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPTIVA II FINANCE
  LTD., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Dyer

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH-PAMCO LLC, as a
  Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KZH HIGHLAND-2 LLC, as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
					



 


9

















 


	
   

  	
  VAN KAMPEN PRIME RATE
  INCOME TRUST, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
  By:  Van Kampen Investment Advisory Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christina Jamieson

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLENEAGLES TRADING
  LLC, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SRV-HIGHLAND, INC., as
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LONG LANE MASTER
  TRUST, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  
					



 


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