Exhibit 4.25


 


EIGHTH
AMENDMENT TO THE


AMENDED,
RESTATED AND CONSOLIDATED CREDIT AGREEMENT 


 


EIGHTH
AMENDMENT dated as of October 22, 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 Ski”) 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 (as amended by this
Amendment).


 


ARTICLE II


AMENDMENTS


 


Section 2.1.  Amendment to
Section 6.1 (Interim Financial 
Statements and Reports). 
Section 6.1(a) of the Credit Agreement is hereby amended by deleting the
phrase “and in any event within forty–five (45) days after the end of
each of the first three quarters and within ninety (90) days after the end of
the fourth quarter of each fiscal year of American Ski” and inserting in lieu
thereof the following:  “and in any
event within forty–five (45) days after the end of each of the first
three quarters (except that with
respect to the fourth fiscal quarter of fiscal year 2002 and the first fiscal
quarter of fiscal year 2003, on or before January 12, 2003) and within
ninety (90) days after the end of the fourth quarter of each fiscal year (except that with respect to fiscal year
2002, on or before January 12, 2003) of American Ski”.


 


Section 2.2.  Amendment to
Section 6.2 (Annual Financial Statements).  Section 6.2 of the Credit Agreement is hereby amended by deleting
the parenthetical “(except that with
respect to fiscal year 2001, on or before November 13, 2001)” and inserting in
lieu thereof  the following:  “(except that (x) with respect to fiscal year 2001, on or before November
13, 2001 and (y) with respect to fiscal year 2002, on or before January 12,
2003)”.


 

















 


ARTICLE III


CLOSING 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 the date hereof.


 


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, 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.


 


2

















 


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) the Borrowers are liable to the
Lenders in respect of Loans in the aggregate principal amount of $65,080,203.93
plus outstanding Letters of Credit in an aggregate amount equal to $4,057,560.


 


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/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNDAY RIVER SKIWAY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNDAY RIVER LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PERFECT TURN, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNDAY RIVER
  TRANSPORTATION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  L.B.O. HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SRH, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  



 


4

















 


	
   

  	
  S-K-I, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KILLINGTON, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOUNT SNOW LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PICO SKI AREA
  MANAGEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KILLINGTON
  RESTAURANTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DOVER RESTAURANTS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUGARLOAF MOUNTAIN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  



 


5

















 


	
   

  	
  MOUNTAINSIDE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASC UTAH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STEAMBOAT SKI &
  RESORT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEAVENLY SKI &
  RESORT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HEAVENLY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark J. Miller

  	
   

  
	
   

  	
   

  	
  Title:

  



 


6

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel D. Butler

  	
   

  
	
   

  	
   

  	
  Title: Authorized
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel D. Butler

  	
   

  
	
   

  	
   

  	
  Title: Authorized
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: VP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: Vice President

  



 


7

















 


	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [illegible]

  	
   

  
	
   

  	
   

  	
  Title: V.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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

















 


	
   

  	
  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
  IV, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Renee Nadler

  	
   

  
	
   

  	
   

  	
  Title: Managing
  Director

  
					



 


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