**Exhibit 4.25**

 

EIGHTHAMENDMENT TO THE

AMENDED,RESTATED AND CONSOLIDATED CREDIT AGREEMENT 

 

EIGHTHAMENDMENT dated as of October 22, 2002 (this “*Amendment*”) with respect tothe Amended, Restated and Consolidated Credit Agreement dated as of October 12,1999 (as amended, the “*Credit Agreement*”) by and among AmericanSkiing 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*”).

 

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.  *Defined Terms*.  Unless otherwise defined herein, capitalized terms used hereinhave the meanings assigned in the Credit Agreement (as amended by thisAmendment).

 

ARTICLE II

AMENDMENTS

 

Section 2.1.  *Amendment toSection 6.1 (Interim Financial Statements and Reports)*. Section 6.1(a) of the Credit Agreement is hereby amended by deleting thephrase “and in any event within forty–five (45) days after the end ofeach of the first three quarters and within ninety (90) days after the end ofthe fourth quarter of each fiscal year of American Ski” and inserting in lieuthereof the following:  “and in anyevent within forty–five (45) days after the end of each of the firstthree quarters (except that withrespect to the fourth fiscal quarter of fiscal year 2002 and the first fiscalquarter of fiscal year 2003, on or before January 12, 2003) and withinninety (90) days after the end of the fourth quarter of each fiscal year (except that with respect to fiscal year2002, on or before January 12, 2003) of American Ski”.

 

Section 2.2.  *Amendment toSection 6.2 (Annual Financial Statements)*.  Section 6.2 of the Credit Agreement is hereby amended by deletingthe parenthetical “(except that withrespect to fiscal year 2001, on or before November 13, 2001)” and inserting inlieu thereof  the following:  “(except that (x) with respect to fiscal year 2001, on or before November13, 2001 and (y) with respect to fiscal year 2002, on or before January 12,2003)”.

 

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ARTICLE III

CLOSING DATE

 

Section 3.1  *Closing Date*.  This Amendment shall become effective as ofthe date hereof upon receipt by the Agent of (a) counterparts of thisAmendment, duly executed and delivered by the Borrowers, the Agent and theLenders and (b) payment in full in cash of the invoiced and unpaid fees andexpenses of the Agent’s professionals as of the date hereof.

 

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 warrantas of the date hereof that, after giving effect to this Amendment, (a) noDefault or Event of Default has occurred and is continuing, and (b) allrepresentations and warranties of the Borrowers contained in the CreditAgreement are true and correct in all material respects with the same effect asif made on and as of such date.

 

Section5.2.  *Payment of Fees and Expenses*.  The Borrowers hereby agree to pay orreimburse the Agent on demand for all its reasonable out-of-pocket costs andexpenses incurred in connection with the preparation and execution of thisAmendment, including, without limitation, the reasonable fees and disbursementsof counsel to the Agent.

 

Section5.3.  *Counterparts*.  This Amendment may be executed by the partieshereto in any number of separate counterparts, and all of said counterpartstaken 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 PARTIESUNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED INACCORDANCE WITH, THE LAW OF THE 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.

 

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Section 5.6.  *Confirmationof Indebtedness*.  TheBorrowers hereby confirm and acknowledge that, as of the Closing Date, (i) theBorrowers are truly and justly indebted to the Lenders, without defense,counterclaim or offset of any kind and (ii) the Borrowers are liable to theLenders in respect of Loans in the aggregate principal amount of $65,080,203.93plus outstanding Letters of Credit in an aggregate amount equal to $4,057,560.

 

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/ 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: |

 

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|   | 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

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|   | 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: |

 

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|   | 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 |

 

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|   | 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

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|   | KZH-PAMCO LLC, as a  Lender      |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   |                             | Title: |
|   |                             |
|   |                             |
|   | KZH HIGHLAND-2 LLC, as  a Lender |
|   |                             |
|   |                             |
|   | By:                              |   |   |
|   |                             | Title: |

 

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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  IV, as a Lender          |
|   |                                             |
|   |                                             |
|   | By:                                              | /s/ Renee Nadler |   |
|   |                                             | Title: Managing  Director |
|        |                                                  |  |  |  |

 

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