**Exhibit 4.24**

 

SIXTHAMENDMENT TO THE

AMENDED,RESTATED AND CONSOLIDATED CREDIT AGREEMENT 

 

SIXTHAMENDMENT dated as of April 5, 2002 (this “*Amendment*”) with respect to the Amended,Restated and Consolidated Credit Agreement dated as of October 12, 1999 (asamended, the “*Credit Agreement*”) by and among American Skiing Company (“*AmericanSkiing*”) 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*”).

 

WITNESSETH:

 

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

 

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

 

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

 

ARTICLEI

DEFINITIONS

 

Section 1.1.  DefinedTerms.  Unless otherwise definedherein, capitalized terms used herein have the meanings assigned in the CreditAgreement.

 

ARTICLEII

AMENDMENTS

 

Section 2.1.  *Amendmentsto Section 1.1 (Definitions)*. (a) Section 1.1 of the Credit Agreement is hereby amended by deletingthe definition of Maximum Revolving Credit Amount and inserting in lieuthereof the following:

 

“Maximum RevolvingCredit 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 reducedfrom time to time pursuant to the mandatory reduction requirements of Section4.1(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  | ;      |

 

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or (b) the amount to which the Maximum RevolvingCredit Amount may have been reduced pursuant to Section 2.12; provided that ifthe obligations of the Lenders to make further Loans is terminated upon theoccurrence of an Event of Default, the Maximum Revolving Credit Amount as ofany date of determination thereafter shall be deemed to be $0.  Notwithstanding anything to the contrary setforth above, the Borrowers, the Agent and the Required Lenders shall, on orbefore August 1, 2002, agree in writing to Maximum Revolving Credit Amounts forall periods beginning August 1, 2002 through the Revolving Credit TerminationDate.  In the event the parties fail toagree on such Maximum Revolving Credit Amounts on or before August 1, 2002, theMaximum 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 ofthe 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 theAgent’s professionals as of April 5, 2002.

 

ARTICLEIV

INTERPRETATION

 

Section4.1.  *Continuing Effect of the CreditAgreement*.  The Borrowers,the Agent and each Lender hereby acknowledges and agrees that the CreditAgreement shall continue to be and shall remain unchanged and in full force andeffect in accordance with its terms, except as expressly modified hereby.

 

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

 

ARTICLEV

MISCELLANEOUS

 

Section5.1.  *Representations and Warranties*.  The Borrowers hereby represent and warrant asof the date hereof that, after giving effect to this Amendment, (a) no Defaultor Event of Default has occurred and is continuing, and (b) all representationsand warranties of the Borrowers contained in the Credit Agreement are true andcorrect in all material respects with the same effect as if made on and as ofsuch date.

 

Section5.2.  *Payment of Fees and Expenses*.The Borrowers hereby agree to pay or reimburse the Agent on demand for all itsreasonable out-of-pocket costs and expenses incurred in connection with thepreparation and execution of this Amendment, including, without limitation, thereasonable fees and disbursements of counsel to the Agent.

 

Section5.3.  Counterparts.  This Amendment may be executed by theparties hereto in any number of separate counterparts, and all of saidcounterparts taken together shall be deemed to constitute one and the sameinstrument.

 

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

 

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

 

Section5.5.  Reservation of Rights.  Notwithstanding anything contained in thisAmendment, the Borrowers acknowledge that the Agent and the Lenders do notwaive, and expressly reserve, the right to exercise, at any time, any and allof their rights and remedies under the Credit Agreement, any other relateddocument and applicable law on account of any Default or Event of Default.

 

Section 5.6.  Confirmationof Indebtedness.  The Borrowershereby confirm and acknowledge that, as of the Closing Date, (i) the Borrowersare truly and justly indebted to the Lenders, without defense, counterclaim oroffset of any kind and (ii) as of April 4 2002, the Borrowers are liable to theLenders 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, andforever relinquish all claims, demands, obligations, liabilities and causes ofaction of whatever kind or nature, whether known or unknown, which any of themhave, may have, or might assert at the time of execution of this Amendment orin 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 begunprior to the execution of this Amendment, arising out of, based upon, or in anymanner connected with (i) any transaction, event, circumstance, action, failureto act or occurrence of any sort or type, whether known or unknown, withrespect to the Credit Agreement, any other Lender Agreement and/or theadministration thereof or the obligations created thereby; (ii) anydiscussions, commitments, negotiations, conversations or communications withrespect to the refinancing, restructuring or collection of any obligationsrelated to the Credit Agreement, any other Lender Agreement and/or theadministration thereof or the obligations created thereby, or (iii) any matterrelated to the foregoing; *provided*, *however*, that the provisionsof this Section 5.7 shall not apply to any such matters of which the Borrowersare presently unaware and which constitute or result from the gross negligenceand/or willful misconduct of any member of the Lender Group.

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted and delivered by their proper and duly authorized officers as of thedate 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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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