Exhibit 10.19


 


EXECUTION COPY


 


Schedule


to the


1992 ISDA
Master Agreement


 


dated as of May 23, 2005


 


between


 


	
   

  	
  Credit Suisse First Boston International,

  an unlimited company incorporated

  under the laws of England and Wales

  	
   

  	
  and

  	
   

  	
  American Skiing Company,

  a corporation incorporated

  under the laws of Delaware

  
	
   

  	
  (“Party
  A”)

  	
   

  	
   

  	
   

  	
  (“Party
  B”)

  



 


Part 1


Termination
Provisions


 


In this Agreement:


 


(a)           Specified Entity.  “Specified Entity” means, in relation to Party A, for the purpose
of:


 


	
  Section 5(a)(v):

  	
   

  	
  Affiliates

  
	
  Section 5(a)(vi):

  	
   

  	
  Not Applicable

  
	
  Section 5(a)(vii):

  	
   

  	
  Not Applicable

  
	
  Section 5(b)(iv):

  	
   

  	
  Not Applicable

  
	
   

  	
   

  	
   

  
	
  in relation to Party B, for the purpose of:

  
	
   

  	
   

  	
   

  
	
  Section 5(a)(v):

  	
   

  	
  Each Subsidiary Borrower as defined in the Credit
  Agreement (hereafter defined)

  
	
  Section 5(a)(vi):

  	
   

  	
  Not Applicable

  
	
  Section 5(a)(vii):

  	
   

  	
  Not Applicable

  
	
  Section 5(b)(iv):

  	
   

  	
  Not Applicable

  



 


(b)           Specified
Transaction.  Specified Transaction
will have the meaning specified in Section 14.


 


(c)           Cross
Default.  The “Cross Default” provision
(Section 5(a)(vi)) will apply to Party A and Party B amended as follows:


 


Specified Indebtedness


 


Instead of the definition in Section 14
of this Agreement, “Specified Indebtedness” shall mean any obligation (whether
present or future, contingent or otherwise, as principal or surety or
otherwise) (a) in respect of borrowed money, and/or (b) in respect of
any Specified Transaction (except that, for this purpose only, the words “and
any other entity” shall be substituted for the words “and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party)” where they appear in the
definition of Specified Transaction).


 





















 


Threshold Amount


 


“Threshold Amount” means for Party A, $25,000,000
(including the United States Dollar equivalent of obligations stated in any
other currency or currency unit) and for Party B, $2,000,000 individually and
$5,000,000 in the aggregate (including the United States Dollar equivalent of
obligations stated in any other currency or currency unit).


 


(d)           Credit
Event Upon Merger.  The “Credit Event
Upon Merger” provision (Section 5(b)(iv)) will apply to Party A and Party B.


 


(e)           Automatic
Early Termination.  The “Automatic
Early Termination” provision of Section 6(a) will not apply to Party
A and Party B.


 


(f)            Payments
on Early Termination.  For the
purpose of Section 6(e), the Second Method and Market Quotation will
apply.


 


(g)           Termination
Currency.  “Termination Currency”
means the currency selected by the party which is not the Defaulting Party or
the Affected Party, as the case may be, or where there is more than one
Affected Party the currency agreed by Party A and Party B.  However, the Termination Currency shall be one
of the currencies in which payments are required to be made in respect of
Transactions.  If the currency selected
is not freely available, or where there are two Affected Parties and they
cannot agree on a Termination Currency, the Termination Currency shall be
United States Dollars.


 


(h)           Additional
Termination Event.  The following
Additional Termination Event will apply:


 


the
Additional Termination Event as set forth in Part 5(k) of this Agreement;
for the purpose of the foregoing, Party B shall be deemed to be the Affected
Party.


 





















 


Part 2


Tax Representations


 


(a)           Payer
Tax Representations.  For the purpose
of Section 3(e), Party A and Party B each makes the following
representation:


 


It is not required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or
6(e)) to be made by it to the other party under this Agreement.  In making this representation, it may rely
on:


 


(i)            the
accuracy of any representation made by the other party pursuant to Section 3(f);


 


(ii)           the
satisfaction of the agreement of the other party contained in Section 4(a)(i) or
4(a)(iii) and the accuracy and effectiveness of any document provided by
the other party pursuant to Section 4(a)(i) or 4(a)(iii); and


 


(iii)          the
satisfaction of the agreement of the other party contained in Section 4(d);


 


provided that it shall not be a breach of
this representation where reliance is placed on clause (ii), and the other
party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.


 


(b)           Payee
Tax Representations.  For the purpose
of Section 3(f) of this Agreement ,


 


(i)    Party
A makes the following representations


 


(1)   Party
A is entering into each Transaction in the ordinary course of its trade as, and
is, a recognized UK bank as defined in Section 840A of the UK Income and
Corporation Taxes Act of 1988;


 


(2)   Party
A has been approved as a Withholding Foreign Partnership by the U.S. Internal
Revenue Service;


 


(3)   Party
A’s Withholding Foreign Partnership Employer Identification Number is 98-0330001;
and


 


(4)   Party
A is a partnership that agrees to comply with any withholding obligation under Section 1446
of the U.S. Internal Revenue Code.


 


(ii)   Party
B hereby makes the following representations:


 


It is a United States Person for U.S. federal
income tax purposes and either (a) is a financial institution or (b) is
not acting as an agent for a person that is not a United States Person for U.S.
federal income tax purposes.


 





















 


Part 3


Agreement
to Deliver Documents


 


Each party agrees to deliver the following documents as applicable:


 


(a)           For the purpose of Section 4(a)(i),
tax forms, documents or certificates to be delivered are:


 


Party A agrees to deliver a complete and
accurate United States Internal Revenue Service Form W8-IMY  (or any applicable successor form), in a
manner reasonably satisfactory to Party B, (I) upon execution of this
Agreement; (II) promptly upon reasonable demand of Party B, and (III) promptly
upon learning that any such form previously provided by Party A has become
obsolete or incorrect (and each such form is hereby identified for purposes of Section 3(d) of
this Agreement).


 


Party B agrees to deliver a complete and
accurate United States Internal Revenue Service Form W-9 (or any
applicable successor form), in a manner reasonably satisfactory to Party A, (I)
upon execution of this Agreement; (II) promptly upon reasonable demand of Party
A, and (III) promptly upon learning that any such form previously provided by
Party B has become obsolete or incorrect (and each such form is hereby
identified for purposes of Section 3(d) of this Agreement).


 


(b)           For the purpose of Section 4(a)(ii),
other documents to be delivered are:


 


	
  Party
  required to

  deliver document

  	
   

  	
  Form/Document/

  Certificate

  	
   

  	
  Date by Which

  to be delivered

  	
   

  	
  Covered by

  Section 3 (d)

  Representation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  Evidence reasonably satisfactory
  to the other party as
  to the names, true signatures
  and authority of the officersor officials signing this Agreement or any Confirmation on its behalf

  	
   

  	
  Upon execution this Agreement and, if requested,
  upon execution of any Confirmation

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A and Party B

  	
   

  	
  A copy of the audited or certified
  financial statements
  for the most recently ended
  financial year

  	
   

  	
  Upon request, as soon as publicly available

  	
   

  	
  Yes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  Certified resolutions evidencing
  necessary corporate
  authority and approvals with
  respect to the execution,
  delivery and performance byParty B of this Agreement and any Confirmation delivered thereunder on behalf of Party B

  	
   

  	
  Upon Execution of the Agreement

  	
   

  	
  Yes

  	
   

  



 





















 


Part 4


Miscellaneous


 


(a)   Addresses
for Notices.  For the purpose of Section 12(a):


 


(i)    (1)   Address
for notices or communications (other than by facsimile) to Party A under this
Agreement :


 


	
  Address:

  	
   

  	
  One Cabot Square

  	
   

  	
  Attention:

  	
   

  	
  (1)

  	
  Head of Credit Risk Management;

  
	
   

  	
   

  	
  London E14 4QJ

  England

  	
   

  	
   

  	
   

  	
  (2)

  	
  Global Head of OTC Operations - Operations
  Department;

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  	
  General Counsel Europe -

  Legal and Compliance Department

  
	
   

  
	
  Swift:

  	
  Credit Suisse First Boston International
  CSFP GB2L

  
	
   

  	
   

  
	
  (For all purposes.)

  
									



 


(2)   For the purpose of facsimile notices or
communications under this Agreement (other than a notice or communication under
Section 5 or 6):


 


	
  Facsimile No.:

  	
   

  	
  44 020 7888 2686

  
	
  Attention:

  	
   

  	
  General Counsel Europe - Legal and
  Compliance Department

  



 


Telephone number for oral confirmation of
receipt of facsimile in legible form:  44
020 7888 2028


Designated responsible employee for the
purposes of Section 12(a)(iii): 
Senior Legal Secretary


 


With a copy to:


 


Facsimile No. 44 020 7888 3715


Head of Credit Risk Management


 


With a copy to:


 


Facsimile No. 44 020 7888 9503


Global Head of OTC Operations - Operations
Department


 


(ii)   Address
for notices or communications to Party B:


 


	
  Address:

  	
   

  	
  P.O. Box 4552

  	
   

  	
  Attention: Helen E. Wallace, Chief
  Financial Officer

  
	
   

  	
   

  	
  136 Heber Avenue, Suite 303

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Park City Utah

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile No.:       435-615-4780

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (For all purposes.)

  
								



 


(b)           Process
Agent.  For the purpose of Section 13(c):


 


Party A appoints as its Process Agent Credit Suisse First Boston LLC,
One Madison Avenue, New York, NY 10010 (Attention: General Counsel, Legal and
Compliance Department)


 


Party B appoints as its Process Agent: 
Not Applicable


 


(c)           Offices.  The provisions of Section 10(a) will
apply to this Agreement.


 





















 


(d)           Multibranch
Party. For the purpose of Section 10(c):


 


Party A is not a Multibranch Party.


 


Party B is not a Multibranch Party.


 


(e)           Calculation
Agent.  The Calculation Agent is
Party A unless otherwise agreed in a Confirmation in relation to the relevant
Transaction.


 


(f)            Credit
Support Document.  Details of any
Credit Support Document:


 


As to Party A       Not applicable.


 


As to Party B  (i) the First Lien Guarantee and
Collateral Agreement, dated as of November 24, 2004, among American Skiing
Company and certain of its Subsidiaries in favor of General Electric Capital
Corporation, as Collateral Agent, as the same may be amended, restated or
otherwise modified from time to time, (the “Collateral Agreement”); (ii) those
certain Mortgages described in the First Lien Credit Agreement, dated as of November 24,
2004, among American Skiing Company, the respective Subsidiary Borrowers and
Lenders named  therein, Credit Suisse
First Boston, as Syndication Agent, and General Electric Capital Corporation,
as Administrative and Collateral Agent, (the “Credit Agreement”) as such
Mortgages and/or  Credit Agreement may be
amended, restated or otherwise modified from time to time; and (iii) the
Intercreditor Agreement, dated as of November 24, 2004, among American
Skiing Company, those of its Subsidiaries party thereto and General Electric
Capital Corporation as First Lien Collateral Agent and General Electric Capital
Corporation as Second  Lien Collateral
Agent  (collectively “the Security
Agreements”) .


 


(g)           Credit
Support Provider.


 


Credit Support Provider means in relation to Party A: Not applicable.


 


Credit Support Provider means in relation to Party B: Each Grantor (as defined in the Collateral Agreement) and
each Borrower (as defined in the Credit Agreement) who provides a Mortgage in
favour of the Collateral Agent as contemplated under the definition of “Mortgages”
as set forth in Section 1 of the Credit Agreement.


 


(h)           Governing
Law.  This Agreement will be governed
by and construed in accordance with the laws of the State of New York.  Section 13(b) is hereby amended by:
(i) deleting in the second line of subparagraph (i) thereof the word,
“non-”; (ii) adding in the third line before the comma, “and each party
irrevocably agrees to designate any Proceedings brought in the courts of the
State of New York as ‘commercial’ on the Request for Judicial Intervention
seeking assignment to the Commercial Division of the Supreme Court”; and (iii) inserting
“in order to enforce any judgment obtained in any Proceedings referred to in
the preceding sentence” immediately after the word, “jurisdiction” the first
time it appears in the second sentence
and deleting the remainder.


 


(i)            Netting
of Payments.  Section 2(c)(ii) of
this Agreement will apply to any Transactions from the date of this
Agreement.  Nevertheless, to reduce
settlement risk and operational costs, the parties agree that they will
endeavour to net across as many Transactions as practicable wherever the
parties can administratively do so.


 


(j)            Affiliate.  Affiliate will have the meaning specified in Section 14.


 





















 


Part 5


Other
Provisions


 


(a)           Scope
of Agreement.  Any Specified
Transaction (whether now existing or hereafter entered into) between the
parties, the confirmation of which fails by its terms expressly
to exclude application of this Agreement, shall be governed by and be subject
to this Agreement.  Any such confirmation
shall be a “Confirmation”, and any such Specified Transaction shall be a “Transaction”,
for all purposes of this Agreement.


 


(b)           Definitions.  Unless otherwise specified in a
Confirmation, each Transaction between the parties shall be subject to the 2000
ISDA Definitions as published by the International Swaps and Derivatives
Association, Inc.  (the “2000
Definitions”), and will be governed in all relevant respects by the provisions
of the 2000 Definitions, without regard to any amendments thereto subsequent to
the date hereof.  The provisions set
forth in the 2000 Definitions are incorporated by reference in and shall be
deemed a part of this Agreement except that references in the 2000 Definitions
to a “Swap Transaction” shall be deemed references to a “Transaction” for
purposes of this Agreement.


 


(c)           Confirmations.  Each Confirmation shall be substantially in
the form of one of the Exhibits to the 2000 Definitions or in any other form
that is published by the International Swaps and Derivatives Association, Inc.
or in such other form as the parties may agree.


 


(d)           Relationship
Between Parties.  The parties agree
to amend Section 3 of this Agreement by the addition of the following
provision at the end thereof and marked as subsection (g):


 


“(g)         Relationship
Between Parties.  Each party will be
deemed to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly
imposes affirmative obligations to the contrary for that Transaction):


 


“(i)          Non-Reliance.  It is acting for its own account,
and it has made its own independent decisions to enter into that Transaction
and as to whether that Transaction is appropriate or proper for it based upon
its own judgment and upon advice from such advisers as it has deemed
necessary.  It is not relying on any
communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that
information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to
enter into that Transaction.  No
communication (written or oral) received from the other party shall be deemed
to be an assurance or guarantee as to the expected results of that Transaction.


 


“(ii)         Assessment and Understanding.  It is capable
of assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. 
It is also capable of assuming, and assumes, the risks of that
Transaction.


 


“(iii)        Status of Parties.  The other party is not acting as a fiduciary
for or an adviser to it in respect of that Transaction.


 


“(iv)        No Agency. 
It is entering into this Agreement, including each Transaction, as
principal and not as agent of any person or entity.”


 


(e)           Change
of Account.  Section 2(b) of
this Agreement is hereby amended by the addition of the following after the
word “delivery” in the first line thereof:


 


“to another account in the same legal and tax
jurisdiction as the original account”


 


(f)            Escrow
Payments.  If (whether by reason of
the time difference between the cities in which payments are to be made or
otherwise) it is not possible for simultaneous payments to be made on any date
on which both parties are required to make payments hereunder, either party may
at its option and in its sole discretion notify the other party that payments
on that date are to be made in escrow. 
In this case deposit of the payment due earlier on that date shall be
made by 2:00 p.m. (local time at the place for the earlier payment) on
that date with an escrow agent selected by the notifying party, accompanied by
irrevocable payment instructions (i) to release the deposited


 





















 


payment to the intended recipient upon receipt by the escrow agent of
the required deposit of the corresponding payment from the other party on the
same date accompanied by irrevocable payment instructions to the same effect or
(ii) if the required deposit of the corresponding payment is not made on
that same date, to return the payment deposited to the party that paid it into
escrow.  The party that elects to have
payments made in escrow shall pay all costs of the escrow arrangements.


 


(g)           Set-off.  Without affecting the provisions of this
Agreement requiring the calculation of certain net payment amounts, all
payments under this Agreement will be made without set-off or counterclaim; provided,
however, that upon the designation of any Early Termination Date, in addition
to and not in limitation of any other right or remedy (including any right to
set-off, counterclaim, or otherwise withhold payment) under applicable law:


 


the Non-defaulting Party or the party that is
not the Affected Party (in either case, “X”) may, without prior notice to any
person, set off any sum or obligation (whether or not arising under this
Agreement, whether matured or unmatured and irrespective of the currency, place
of payment or booking office of the sum or obligation) owed by the Defaulting
Party or Affected Party (in either case, “Y”) to X or to any Affiliate of X,
against any sum or obligation (whether or not arising under this Agreement or
any other agreement, whether matured or unmatured and irrespective of the
currency, place of payment or booking office of the sum or obligation) owed by
X or any Affiliate of X to Y, and, for this purpose, may convert one currency
into another.  If any sum or obligation is
unascertained, X may in good faith estimate that sum or obligation and set off
in respect of that estimate, subject to X or Y, as the case may be, accounting
to the other party when such sum or obligation is ascertained.


 


Nothing in this Part 5(g) shall be effective or deemed to
create any charge or other security interest.


 


(h)           Recording
of Conversation.  Each party to this
Agreement acknowledges and agrees to the tape recording of conversations
between the parties to this Agreement whether by one or other or both of the
parties and each party hereby consents to such recordings being used as
evidence in Proceedings.


 


(i)            Commodity Exchange Act.  Each party represents to the other party on
and as of the date hereof and on each date on which a Transaction is entered
into among them that:


 


(i)            such
party is an “eligible contract participant” as defined in the U.S. Commodity
Exchange Act, as amended (the “CEA”);


 


(ii)           neither
this Agreement nor any Transaction has been executed or traded on a “trading
facility” as such term is defined in the CEA; and


 


(iii)          such
party is entering into each Transaction in connection with its business or a
line of business and the terms of this Agreement and each Transaction have been
individually tailored and negotiated.


 


(j)            Waiver of Right to Trial by Jury.  EACH PARTY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY SUIT , ACTION OR PROCEEDING RELATING TOT HIS
AGREEMENT OR ANY CREDIT SUPPORT DOCUMENT..  Each party (i) certifies that no
representative, agent or attorney of the other party or any Credit Support
Provider has represented, expressly or otherwise, that such other party would
not, in the event of such a suit action or proceeding, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other party have
been induced to enter into this Agreement and provide for any Credit Support
Document, as applicable by, among other things, the mutual waivers and
certifications in this Section.


 


(k)           Additional
Representations and Obligations of Party B. 
Party B represents and warrants to Party A and further covenants that,
so long as Party A is an Affiliate of a Lender, its payment obligations
hereunder (or with respect to any Transaction) are or shall be secured pari passu in all respects and at all
times with all of Party B’s senior secured obligations.  It
shall constitute an Additional Termination Event (with Party B as the sole
Affected Party) if, Party A is an Affiliate 
of  Lender  and at any time,  the “Collateral” (as defined in the Security
Agreements) fails to secure
Party B’s obligations to Party A hereunder (or under any and all particular
Transactions) and the payment obligations hereunder (or under any and all particular
Transactions) fail to rank at least pari
passu in all respects and at all times with all of Party B’s other
senior secured obligations.


 





















 


Part 6


Physical Delivery of Bonds


 


Notwithstanding anything to the contrary in
this Agreement, the following provisions will apply for the purposes of any
Transaction that contemplates by its terms the physical delivery of bonds or
other debt securities (“Bonds”):


 


(i)            Payment
and Delivery


 


Section 2
of this Agreement is hereby amended as follows:


 


(a)           Section 2(b) is
amended by the substitution of “ten Local Business Days” for “five Local
Business Days”;


 


(b)           The
following provision shall be included as Section 2(f):


 


“(f)          Coupons and Expenses on Delivery: All coupons on the Bonds
to be delivered shall be payable to and all costs and expenses incurred in
connection with the delivery of Bonds (including, without prejudice to Section 2(d),
any Tax or Stamp Tax and any interest or penalties payable in connection
therewith) shall be payable by the party who would customarily receive such
coupon or bear such costs or expenses under a contract for the purchase of the
Bonds, as appropriate, by the delivery through the clearance system specified
in the relevant Confirmation.”


 


(ii)           Default Interest


 


If, prior to the occurrence or effective
designation of an Early Termination Date in respect of any physically settled
Transaction, a party defaults in the performance of any obligation required to
be settled by delivery, it will indemnify the other party on demand, in
accordance with the practice of the principal market for or the Bonds, for any
costs, losses or expenses (including the costs of borrowing such Bonds, if
applicable) from such default. A certificate signed by the deliveree setting
out such costs, losses or expenses in reasonable detail shall be conclusive
evidence that they have been incurred.


 


(iii)         Amendments to Section 14 of the Agreement


 


The definition of “Tax” in Section 14 of the
Agreement is amended by the addition of “or delivery” after “of any payment”.


 


(iv)          Agreements


 


Section 4(e) is amended by adding
the words “Subject to Section 2(f), where in respect of a Transaction,
performance under this Agreement consists of a delivery of Bonds, and” before “subject
to Section 11 ...” in line 1.


 





















 


IN WITNESS WHEREOF,
the parties hereto have executed this document as of the date specified on the
first page hereof.


 


 


	
  Credit Suisse First Boston International

  	
  American Skiing Company

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Louis J. Impellizeri

  	
   

  	
  By:

  	
  /s/ Foster A. Stewart, Jr.

  	
   

  
	
  Name: Louis J. Impellizeri

  	
  Name: /s/ Foster A. Stewart, Jr.

  
	
  Title: Authorized Signatory

  	
  Title: Senior V.P.

  
	
  Date:

  	
  Date: May 21, 2005

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Carole Villoresi

  	
   

  	
   

  
	
  Name: Carole Villoresi

  	
   

  
	
  Title: Authorized Signatory

  	
   

  
	
  Date: 5/23/05