**Exhibit 10.19**

 

**EXECUTION COPY**

 

**Schedule**

to the

**1992 ISDAMaster 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**

**TerminationProvisions**

 

In this Agreement:

 

## **(a)**           Specified Entity.  “Specified Entity” means, in relation to Party A, for the purposeof:

## ** **

| 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)****           SpecifiedTransaction.**  Specified Transactionwill have the meaning specified in Section 14.

 

**(c)****           CrossDefault.**  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 14of this Agreement, “Specified Indebtedness” shall mean any obligation (whetherpresent or future, contingent or otherwise, as principal or surety orotherwise) (a) in respect of borrowed money, and/or (b) in respect ofany Specified Transaction (except that, for this purpose only, the words “andany other entity” shall be substituted for the words “and the other party tothis Agreement (or any Credit Support Provider of such other party or anyapplicable Specified Entity of such other party)” where they appear in thedefinition of Specified Transaction).

 

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Threshold Amount

 

“Threshold Amount” means for Party A, $25,000,000(including the United States Dollar equivalent of obligations stated in anyother 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 ofobligations stated in any other currency or currency unit).

 

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

 

**(e)****           AutomaticEarly Termination.**  The “AutomaticEarly Termination” provision of Section 6(a) will not apply to PartyA and Party B.

 

**(f)****            Paymentson Early Termination.**  For thepurpose of Section 6(e), the Second Method and Market Quotation willapply.

 

**(g)****           TerminationCurrency**.  “Termination Currency”means the currency selected by the party which is not the Defaulting Party orthe Affected Party, as the case may be, or where there is more than oneAffected Party the currency agreed by Party A and Party B.  However, the Termination Currency shall be oneof the currencies in which payments are required to be made in respect ofTransactions.  If the currency selectedis not freely available, or where there are two Affected Parties and theycannot agree on a Termination Currency, the Termination Currency shall beUnited States Dollars.

 

**(h)****           AdditionalTermination Event.**  The followingAdditional Termination Event will apply:

 

theAdditional 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 AffectedParty.

 

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**Part 2**

**Tax Representations**

 

**(a)****           PayerTax Representations.**  For the purposeof Section 3(e), Party A and Party B each makes the followingrepresentation:

 

It is not required by any applicable law, asmodified by the practice of any relevant governmental revenue authority, of anyRelevant Jurisdiction to make any deduction or withholding for or on account ofany Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or6(e)) to be made by it to the other party under this Agreement.  In making this representation, it may relyon:

 

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

 

(ii)           thesatisfaction of the agreement of the other party contained in Section 4(a)(i) or4(a)(iii) and the accuracy and effectiveness of any document provided bythe other party pursuant to Section 4(a)(i) or 4(a)(iii); and

 

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

 

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

 

**(b)****           PayeeTax Representations.**  For the purposeof Section 3(f) of this Agreement ,

 

(i)    PartyA makes the following representations

 

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

 

(2)   PartyA has been approved as a Withholding Foreign Partnership by the U.S. InternalRevenue Service;

 

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

 

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

 

(ii)   PartyB hereby makes the following representations:

 

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

 

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**Part 3**

**Agreementto 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 andaccurate United States Internal Revenue Service Form W8-IMY  (or any applicable successor form), in amanner reasonably satisfactory to Party B, (I) upon execution of thisAgreement; (II) promptly upon reasonable demand of Party B, and (III) promptlyupon learning that any such form previously provided by Party A has becomeobsolete or incorrect (and each such form is hereby identified for purposes of Section 3(d) ofthis Agreement).

 

Party B agrees to deliver a complete andaccurate United States Internal Revenue Service Form W-9 (or anyapplicable successor form), in a manner reasonably satisfactory to Party A, (I)upon execution of this Agreement; (II) promptly upon reasonable demand of PartyA, and (III) promptly upon learning that any such form previously provided byParty B has become obsolete or incorrect (and each such form is herebyidentified 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                                                |       |

 

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**Part 4**

**Miscellaneous**

 

**(a)****   Addressesfor Notices.**  For the purpose of Section 12(a):

 

(i)    (1)   Addressfor notices or communications (other than by facsimile) to Party A under thisAgreement :

 
| 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 orcommunications under this Agreement (other than a notice or communication underSection 5 or 6):

 
| Facsimile No.: |   | 44 020 7888 2686                                          |
|----------------|--------|-----------------------------------------------------------|
| Attention:     |   | General Counsel Europe - Legal and  Compliance Department |

 

Telephone number for oral confirmation ofreceipt of facsimile in legible form:  44020 7888 2028

Designated responsible employee for thepurposes 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 - OperationsDepartment

 

(ii)   Addressfor 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)****           ProcessAgent.**  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 andCompliance Department)

 

Party B appoints as its Process Agent: *Not Applicable*

 

**(c)****           Offices.**  The provisions of Section 10(a) willapply to this Agreement.

 

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**(d)****           MultibranchParty.** For the purpose of Section 10(c):

 

Party A is not a Multibranch Party.

 

Party B is not a Multibranch Party.

 

**(e)****           CalculationAgent.**  The Calculation Agent isParty A unless otherwise agreed in a Confirmation in relation to the relevantTransaction.

 

**(f)****            CreditSupport Document.**  Details of anyCredit Support Document:

 

As to Party A       *Not applicable.*

 

As to Party B  (i) the First Lien Guarantee andCollateral Agreement, dated as of November 24, 2004, among American SkiingCompany and certain of its Subsidiaries in favor of General Electric CapitalCorporation, as Collateral Agent, as the same may be amended, restated orotherwise modified from time to time, (the “Collateral Agreement”); (ii) thosecertain Mortgages described in the First Lien Credit Agreement, dated as of November 24,2004, among American Skiing Company, the respective Subsidiary Borrowers andLenders named  therein, Credit SuisseFirst Boston, as Syndication Agent, and General Electric Capital Corporation,as Administrative and Collateral Agent, (the “Credit Agreement”) as suchMortgages and/or  Credit Agreement may beamended, restated or otherwise modified from time to time; and (iii) theIntercreditor Agreement, dated as of November 24, 2004, among AmericanSkiing Company, those of its Subsidiaries party thereto and General ElectricCapital Corporation as First Lien Collateral Agent and General Electric CapitalCorporation as Second  Lien CollateralAgent  (collectively “the SecurityAgreements”) .

 

**(g)****           CreditSupport 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) andeach Borrower (as defined in the Credit Agreement) who provides a Mortgage infavour of the Collateral Agent as contemplated under the definition of “Mortgages”as set forth in Section 1 of the Credit Agreement.

 

**(h)****           GoverningLaw.**  This Agreement will be governedby 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 partyirrevocably agrees to designate any Proceedings brought in the courts of theState of New York as ‘commercial’ on the Request for Judicial Interventionseeking assignment to the Commercial Division of the Supreme Court”; and (iii) inserting“in order to enforce any judgment obtained in any Proceedings referred to inthe preceding sentence” immediately after the word, “jurisdiction” the firsttime it appears in the second sentenceand deleting the remainder.

 

**(i)****            Nettingof Payments.**  Section 2(c)(ii) ofthis Agreement will apply to any Transactions from the date of thisAgreement.  Nevertheless, to reducesettlement risk and operational costs, the parties agree that they willendeavour to net across as many Transactions as practicable wherever theparties can administratively do so.

 

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

 

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**Part 5**

**OtherProvisions**

 

**(a)****           Scopeof Agreement.**  Any SpecifiedTransaction (whether now existing or hereafter entered into) between theparties, the confirmation of which fails by its terms**expresslyto exclude application of this Agreement, shall be governed by and be subjectto this Agreement.  Any such confirmationshall be a “Confirmation”, and any such Specified Transaction shall be a “Transaction”,for all purposes of this Agreement.

 

**(b)****           Definitions. **Unless otherwise specified in aConfirmation, each Transaction between the parties shall be subject to the 2000ISDA Definitions as published by the International Swaps and DerivativesAssociation, Inc.  (the “2000Definitions”), and will be governed in all relevant respects by the provisionsof the 2000 Definitions, without regard to any amendments thereto subsequent tothe date hereof.  The provisions setforth in the 2000 Definitions are incorporated by reference in and shall bedeemed a part of this Agreement except that references in the 2000 Definitionsto a “Swap Transaction” shall be deemed references to a “Transaction” forpurposes of this Agreement.

 

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

 

**(d)****           RelationshipBetween Parties.**  The parties agreeto amend Section 3 of this Agreement by the addition of the followingprovision at the end thereof and marked as subsection (g):

 

“(g)**         RelationshipBetween Parties. **Each party will bedeemed to represent to the other party on the date on which it enters into aTransaction that (absent a written agreement between the parties that expresslyimposes 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 Transactionand as to whether that Transaction is appropriate or proper for it based uponits own judgment and upon advice from such advisers as it has deemednecessary.  It is not relying on anycommunication (written or oral) of the other party as investment advice or as arecommendation to enter into that Transaction; it being understood thatinformation and explanations related to the terms and conditions of aTransaction shall not be considered investment advice or a recommendation toenter into that Transaction.  Nocommunication (written or oral) received from the other party shall be deemedto be an assurance or guarantee as to the expected results of that Transaction.

 

“(ii)         **Assessment and Understanding*. ***It is capableof assessing the merits of and understanding (on its own behalf or throughindependent 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 thatTransaction.

 

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

 

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

 

**(e)****           Changeof Account.**  Section 2(b) ofthis Agreement is hereby amended by the addition of the following after theword “delivery” in the first line thereof:

 

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

 

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

 

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

 

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

 

the Non-defaulting Party or the party that isnot the Affected Party (in either case, “X”) may, without prior notice to anyperson, set off any sum or obligation (whether or not arising under thisAgreement, whether matured or unmatured and irrespective of the currency, placeof payment or booking office of the sum or obligation) owed by the DefaultingParty 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 orany other agreement, whether matured or unmatured and irrespective of thecurrency, place of payment or booking office of the sum or obligation) owed byX or any Affiliate of X to Y, and, for this purpose, may convert one currencyinto another.  If any sum or obligation isunascertained, X may in good faith estimate that sum or obligation and set offin respect of that estimate, subject to X or Y, as the case may be, accountingto the other party when such sum or obligation is ascertained.

 

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

 

**(h)****           Recordingof Conversation. **Each party to thisAgreement acknowledges and agrees to the tape recording of conversationsbetween the parties to this Agreement whether by one or other or both of theparties and each party hereby consents to such recordings being used asevidence in Proceedings.

 

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

 

(i)            suchparty is an “eligible contract participant” as defined in the U.S. CommodityExchange Act, as amended (the “CEA”);

 

(ii)           neitherthis Agreement nor any Transaction has been executed or traded on a “tradingfacility” as such term is defined in the CEA; and

 

(iii)          suchparty is entering into each Transaction in connection with its business or aline of business and the terms of this Agreement and each Transaction have beenindividually tailored and negotiated.

 

**(j)**            **Waiver of Right to Trial by Jury.**  **EACH PARTYWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO ATRIAL BY JURY IN RESPECT OF ANY SUIT , ACTION OR PROCEEDING RELATING TOT HISAGREEMENT OR ANY CREDIT SUPPORT DOCUMENT.**.  Each party (i) certifies that norepresentative, agent or attorney of the other party or any Credit SupportProvider has represented, expressly or otherwise, that such other party wouldnot, in the event of such a suit action or proceeding, seek to enforce theforegoing waiver and (ii) acknowledges that it and the other party havebeen induced to enter into this Agreement and provide for any Credit SupportDocument, as applicable by, among other things, the mutual waivers andcertifications in this Section.

 

**(k)****           AdditionalRepresentations 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 obligationshereunder (or with respect to any Transaction) are or shall be secured *pari passu* in all respects and at alltimes with all of Party B’s senior secured obligations.  Itshall constitute an Additional Termination Event (with Party B as the soleAffected Party) if, Party A is an Affiliate of  Lender  and at any time,  the “Collateral” (as defined in the SecurityAgreements) fails to secureParty B’s obligations to Party A hereunder (or under any and all particularTransactions) and the payment obligations hereunder (or under any and all particularTransactions) fail to rank at least *paripassu* in all respects and at all times with all of Party B’s othersenior secured obligations.

 

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# **Part 6**

# **Physical Delivery of Bonds**

 

Notwithstanding anything to the contrary inthis Agreement, the following provisions will apply for the purposes of anyTransaction that contemplates by its terms the physical delivery of bonds orother debt securities (“Bonds”):

 

**(i)****            Paymentand Delivery**

 

Section 2of this Agreement is hereby amended as follows:

 

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

 

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

 

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

 

**(ii)**           **Default Interest**

 

If, prior to the occurrence or effectivedesignation of an Early Termination Date in respect of any physically settledTransaction, a party defaults in the performance of any obligation required tobe settled by delivery, it will indemnify the other party on demand, inaccordance with the practice of the principal market for or the Bonds, for anycosts, losses or expenses (including the costs of borrowing such Bonds, ifapplicable) from such default. A certificate signed by the deliveree settingout such costs, losses or expenses in reasonable detail shall be conclusiveevidence that they have been incurred.

 

**(iii)**         **Amendments to Section 14 of the Agreement**

 

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

 

**(iv)**          **Agreements**

 

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

 

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**IN WITNESS WHEREOF**,the parties hereto have executed this document as of the date specified on thefirst 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                                |                             |

 

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