EXHIBIT 10.54
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FIRST AMENDMENT TO
CREDIT AGREEMENT
Dated as of November 27, 1996
Among
AMERICAN SKIING COMPANY
SUNDAY RIVER SKIWAY CORPORATION
SUNDAY RIVER LTD.
PERFECT TURN, INC.
SUNDAY RIVER TRANSPORTATION INC.
LBO HOLDING, INC.
CRANMORE, INC.
SUGARBUSH RESORT HOLDINGS INC.
SUGARBUSH LEASING COMPANY
SUGARBUSH RESTAURANTS, INC.
MOUNTAIN WASTEWATER TREATMENT, INC.
S-K-I LTD.
KILLINGTON, LTD.
MOUNT SNOW LTD.
WATERVILLE VALLEY SKI AREA LTD.
PICO SKI AREA MANAGEMENT COMPANY
RESORTS SOFTWARE SERVICES, INC.
KILLINGTON RESTAURANTS, INC.
RESORT TECHNOLOGIES, INC.
DOVER RESTAURANTS, INC.
DEERFIELD OPERATING COMPANY
SUGARLOAF MOUNTAIN CORPORATION
MOUNTAINSIDE
SUGARTECH
the Borrowers
and
FLEET NATIONAL BANK
THE FIRST NATIONAL BANK OF BOSTON
KEYBANK OF MAINE
the Banks
and
FLEET NATIONAL BANK, AS AGENT
the Agent
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FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT is entered into as of November
27, 1996 by and among AMERICAN SKIING COMPANY, SUNDAY RIVER SKIWAY CORPORATION,
SUNDAY RIVER LTD., PERFECT TURN, INC., SUNDAY RIVER TRANSPORTATION INC., LBO
HOLDING, INC., CRANMORE, INC., SUGARBUSH RESORT HOLDINGS INC., SUGARBUSH LEASING
COMPANY, SUGARBUSH RESTAURANTS, INC., MOUNTAIN WASTEWATER TREATMENT, INC., S-K-I
LTD., KILLINGTON, LTD., MOUNT SNOW LTD., WATERVILLE VALLEY SKI AREA LTD., PICO
SKI AREA MANAGEMENT COMPANY, RESORTS SOFTWARE SERVICES, INC., KILLINGTON
RESTAURANTS, INC., RESORT TECHNOLOGIES, INC., DOVER RESTAURANTS, INC., DEERFIELD
OPERATING COMPANY, SUGARLOAF MOUNTAIN CORPORATION, MOUNTAINSIDE and SUGARTECH
(each a "Borrower" and collectively the "Borrowers"), FLEET NATIONAL BANK, THE
FIRST NATIONAL BANK OF BOSTON and KEYBANK OF MAINE as the Banks parties to the
Credit Agreement referred to below (the "Lenders"), and FLEET NATIONAL BANK, as
Agent (the "Agent") under the Credit Agreement referred to below.
Recitals
The Borrower, the Lenders and the Agent are parties to a Credit Agreement
dated as of June 28, 1996, as supplemented by a Joinder dated as of August 30,
1996 (the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement.
Pursuant to the Divestiture Consent Decree, American Ski has entered into an
agreement to sell all of the assets comprising the Mt. Cranmore and Waterville
Valley Ski Resorts and desires to release the assets of Cranmore and Waterville
from the Collateral held by the Agent. American Ski also desires, through Pico,
to acquire the real and personal property used in the operation of the Pico
Mountain Ski Resort, including certain capital stock of Upland Water Company,
Inc. and certain capital stock and wastewater disposal units issued by Alpine
Pipeline Company. The Borrower also desire to amend the Credit Agreement in
certain other respects. The Lenders and the Agent are willing to amend the
Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 7, the Borrower, the Lenders and the Agent
hereby agree as follows:
Section 1. Definitions. Section 1.1 of the Credit Agreement is hereby
amended as follows:
(a) The definition of "Maximum Revolving Credit Agreement" is hereby
deleted in its entirety and a new definition substituted therefor as
follows:
"Maximum Revolving Credit Amount" shall mean
as of any date of determination, the lesser of
(a)(i)(A) $65,000,000 from November 27, 1996 through January
15, 1997, (B) $57,500,000 from January 16, 1997 through June
30, 1999, (C) $50,000,000 from July 1, 1999 through June 30,
2000, and (D) $42,500,000 from July 1, 2000 through maturity,
less (ii) in each case the Asset Sale Reserve, or (b) the
amount to which the Maximum Revolving Credit Amount may have
been reduced pursuant to Section 2.10 or Section 2.15 hereof;
provided that if the obligation of the Lenders to make further
Loans is terminated upon the occurrence of an Event of
Default, the Maximum Revolving Credit Amount as of any date of
determination thereafter shall be deemed to be $0.
(b) The definition of "Security Agreements" is hereby amended by
adding the following new paragraphs (h), (i), (j) and (k) at the end
thereof:
(h) The Security Agreement; the Fee and Leasehold
Mortgage, Assignment of Rents and Security Agreement; the
Collateral Assignment of Leases and Rents; the Trademark and
Tradename Security Agreements; and the Assignment of Licenses,
Contracts and Permits; each dated as of August 30, 1996
pursuant to which Sugarloaf, Mountainside and Sugartech
granted to the Agent a first perfected lien on and security
interest in all of its assets.
(i) The Fee and Leasehold Mortgage, Assignment of Leases
and Rents, Financing Statement and Security Agreement, each
dated October 15, 1996 pursuant to which Sugarloaf granted to
the Agent a first perfected lien on and security interest in
the assets described therein.
(j) The Fee and Leasehold Mortgage, Assignment of Rents
and Security Agreement; the Collateral Assignment of Leases
and Rents; and the Assignment of Licenses, Contracts and
Permits, each of even date with the First Amendment pursuant
to which Pico has granted
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the Agent a first perfected lien on and security interest in
the assets described therein.
(k) All other security agreements, pledge agreements,
mortgages, assignments and other instruments by which one or
more Borrowers grants or pledges to the Agent a lien on,
security interest in, or pledge or mortgage or assignment of
any of its assets.
(c) New definitions of "Alpine Pipeline," "Asset Sale Permanent
Reduction Date", "Asset Sale Reserve", "Booth Creek Acquisition
Agreement," "Booth Creek Note," "First Amendment," "Mountainside," "Pico
Acquisition Agreement," "Pico Assets," "Pico Mortgage," "Sugartech," and
"Upland Water" shall be added in alphabetical order, as follows:
"Alpine Pipeline" shall mean Alpine Pipeline Company, a
Vermont corporation.
"Asset Sale Permanent Reduction Date" shall mean the
date on or before November 21, 1997 on which the Borrowers
permanently reduce the Maximum Revolving Credit Amount
pursuant to Section 2.10(b).
"Asset Sale Reserve" shall mean (a) $6,500,000 from
November 27, 1996 through December 31, 1996, and (b)
$7,500,000 from January 1, 1997 through the Asset Sale
Permanent Reduction Date.
"Booth Creek Acquisition Agreement" means the Purchase
and Sale Agreement dated as of August 30, 1996 by and among
American Ski, Waterville, Cranmore and Booth Creek Ski
Acquisition Corp.
"Booth Creek Note" shall mean the promissory note of
Booth Creek Acquisition Corp. to the order of American Ski in
the original principal amount of $2,750,000 issued pursuant to
the Booth Creek Acquisition Agreement.
"First Amendment" shall mean the First Amendment to
Credit Agreement among the Borrowers, the Lenders and the
Agent dated as of November 27, 1996.
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"Mountainside" shall mean Mountainside, a Maine
corporation.
"Pico Assets" shall mean the real, personal and
intangible property to be purchased by Pico pursuant to the
Pico Acquisition Agreement.
"Pico Mortgage" shall mean the Fee and Leasehold
Mortgage, Assignment of Leases and Rents, Financing Statement
and Security Agreement of even date with the First Amendment
executed by Pico in favor of the Agent and encumbering the
Pico Assets.
"Pico Acquisition Agreement" shall mean the Purchase and
Sale Agreement dated as of October 16, 1996 by and between
Sherburne Pass Mountain Properties, LLC, Pico Mountain Sports
Center, LLC, Pico Mountain Operating Company, LLC, Xxxxxx X.
and Xxxxx Xxxxxxx and Pico.
"Sugartech" shall mean Sugartech, a Maine
corporation.
"Upland Water" shall mean Upland Water Company, Inc., a
Vermont corporation.
Section 2. Release of Assets of Cranmore and Waterville; Release of Xxxxx
Guaranty; Mandatory Permanent Reduction.
(a) The Agent and the Lenders hereby release all Collateral consisting of
the assets of Cranmore and Waterville to be conveyed pursuant to the Booth Creek
Acquisition Agreement. On request of American Ski, the Agent will execute any
confirmatory releases, discharges and terminations as may be necessary to
confirm such releases of record. The Agent and the Lenders hereby further
release Xxxxxx X. Xxxxx from all obligations under the Xxxxx Guaranty and
acknowledge and agree that the Xxxxx Guaranty is hereby terminated.
(b) Article 2 of the Credit Agreement is hereby amended by deleting
Section 2.10 thereof in its entirety and substituting therefor the following:
Section 2.10 Reduction of Commitment by the Borrowers.
(a) The Borrowers at their option may, at any time and from
time to time, (i) irrevocably reduce in part (in integral multiples
of $1,000,000) the
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unused portion of the Available Revolving Credit Amount or (ii)
terminate the entire unused portion of the Available Revolving
Credit Amount, in each case on not less than five (5) Business Days'
prior written notice to the Agent and upon payment of any amounts
due under Section 4.2. No such reduction may be reinstated by the
Borrowers.
(b) On or before November 21, 1997, the Borrower shall
permanently reduce the amounts set forth in clauses (a)(i)(A),
(a)(i)(B), (a)(i)(C) and (a)(i)(D) of the definition of Maximum
Revolving Credit Amount by the amount of the Asset Sale Reserve;
provided, however, that American Ski will not be required to make
such permanent reductions if (i) American Ski is not required to
permanently reduce such amounts pursuant to the provisions of the
Senior Subordinated Notes Indenture and the Junior Subordinated
Notes Indenture and (ii) the Banks consent thereto in writing.
Section 3. Amendment of Covenants.
(a) Article 6 of the Credit Agreement is hereby amended by
adding a new Section 6.14 at the end thereof as follows:
6.14 Notices under Booth Creek Acquisition Agreement and
Pico Acquisition Agreements. American Ski will provide the
Agent copies of all written notices given or received by
American Ski, Waterville or Cranmore under the Booth Creek
Acquisition Agreement or by Pico under the Pico Acquisition
Agreement at the time given or promptly following receipt
thereof.
(b) Section 8.5 of the Credit Agreement is hereby amended by
deleting the last sentence thereof in its entirety and substituting
therefor the following:
The sale of the assets of Cranmore and Waterville pursuant to
the terms thereof satisfies in full the requirements of the
Divestiture Consent Decree.
(c) Section 9.1 of the Credit Agreement is hereby amended by adding
at the end thereof a new clause (i), as follows:
(i) Indebtedness of Pico under the Pico Acquisition
Agreement in an aggregate amount not to exceed $3,350,000 plus
$500,000 in consulting fees payable to the principals of the
sellers of the Pico Assets.
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(d) Section 9.3 of the Credit Agreement is hereby amended by adding
at the end thereof new clauses (g) and (h), as follows:
(g) An Investment consisting of the Booth Creek Note so
long as such note has been pledged as Collateral and delivered
to the Agent.
(h) Investments consisting of Pico's ownership of (i)
2001 shares of the capital stock of Upland Water, constituting
approximately 95% of the issued and outstanding capital stock
thereof and (ii) 61 shares of the capital stock of Alpine
Pipeline and all related wastewater disposal units, in each
case so long as such Investments have been pledged as
Collateral and delivered to the Agent.
Section 4. Consent to Ski Resort Acquisition. The Agent and the Lenders
hereby consent to Pico undertaking a Ski Resort Acquisition pursuant to the Pico
Acquisition Agreement and hereby waive the restrictions of Section 9.6 of the
Credit Agreement to permit such Ski Resort Acquisition.
Section 5. Amendment of Schedule 5.4(a). Schedule 5.4(a) to the Credit
Agreement is hereby deleted in its entirety and the new Schedule 5.4(a) attached
hereto is substituted therefor.
Section 6. Representations and Warranties. Article 5 of the Credit
Agreement is hereby amended by adding at the end thereof a new Section 5.32, as
follows:
Section 5.32. Sale of Mt. Cranmore and Waterville Valley;
Acquisition of Pico. Attached as Exhibits A and B to the First
Amendment, respectively, are true, complete and correct copies of
the Booth Creek Acquisition Agreement and the Pico Acquisition
Agreement, neither of which has been modified, amended or
supplemented in any respect. On or about the date of the execution
and delivery of the First Amendment, the sale of the assets
comprising the Mt. Cranmore and Waterville Valley ski areas was
consummated pursuant to the Booth Creek Acquisition Agreement. It is
anticipated that the purchase of the assets comprising the Pico
Mountain ski area will be consummated pursuant to the Pico
Acquisition Agreement prior to December 15, 1996. As the holder of
the shares of capital stock of Alpine Pipeline acquired under the
Pico Acquisition Agreement, Pico has rights to access the Alpine
Pipeline wastewater pipe for sewage disposal, consisting of 61
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"Equivalent Units" ("EUs") giving it the right to discharge 27,450
gallons per day of disposal capacity. Not more than 20 of these EUs,
or not more than 9,000 gallons per day, is utilized by existing
development at Pico. Pico will be entitled to use the remaining EUs
to service development at Killington Mountain, subject to the
receipt of state and local permits and approvals for the placement
of pipe and pumping stations necessary to connect such development
to Alpine Pipeline's pipe. In addition, Alpine Pipeline has
approximately 368,000 gallons per day of excess disposal capacity
currently committed from the City of Rutland (the "City") wastewater
treatment plant. The City has substantial excess capacity and
American Ski has met with the City concerning the possibility of
allocating additional capacity to the Town of Xxxxxxxxx and Alpine
Pipeline Company for sale to Pico.
Section 7. Effectiveness; Conditions to Effectiveness. This First
Amendment to Credit Agreement shall become effective as of November 27, 1996
upon execution hereof by the Borrowers, the Lenders and the Agent and
satisfaction of the following conditions:
(a) Resolutions. Copies of the resolutions of the Board of Directors
of the Borrowers authorizing the execution, delivery and performance of
this Third Amendment, the Booth Creek Acquisition Agreement, the Pico
Acquisition Agreement and the other Lender Agreements executed in
connection herewith to which any Borrower is a party, certified by the
Secretary or an Assistant Secretary (or Clerk or Assistant Clerk) of each
Borrower (which certificate shall state that such resolutions are in full
force and effect).
(b) Officers' Certificate. A certificate of the Secretary or an
Assistant Secretary (or Clerk or Assistant Clerk) of each Borrower
certifying (i) the name and signatures of the officers of such Borrower
authorized to sign this Third Amendment, the Booth Creek Acquisition
Agreement, the Pico Acquisition Agreement and the other Lender Agreements
executed in connection herewith to which any Borrower is a party and (ii)
as to no change in the charter documents or By-laws of the Borrowers
previously certified to the Agent.
(c) Booth Creek Sale Proceeds. Evidence of the receipt by American
Ski of $17,500,000 in consideration of the sale of assets of Cranmore and
Waterville Valley in the form described in the Booth Creek Acquisition
Agreement.
(d) Booth Creek Note. Delivery to the Agent of the Booth Creek Note,
together with a separate endorsement thereof to the Agent and an
acknowledgment thereof by Booth Creek Acquisition Corp.
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Section 8. Closing of Acquisition of Pico Assets. Contemporaneously with
the closing of the acquisition of the Pico Assets, the Borrower shall satisfy
the following conditions:
(a) Upland Water Shares. Delivery to the Agent of 2001 shares of the
issued and outstanding capital stock of Upland Water, together with stock
powers executed in blank.
(b) Alpine Pipeline Shares. Delivery to the Agent of 61 the issued
and outstanding capital stock of Alpine Pipeline, together with stock
powers executed in blank.
(c) Recording of Mortgages, Financing Statements, Etc. All actions
necessary or appropriate to perfect the Agent's liens and security
interests in the Pico Assets shall have been fully performed including
without limitation:
(i) the due and proper recording and filing of the Pico
Mortgage and a Collateral Assignment of Leases and Rents
executed by Pico in favor of the Agent;
(ii) Uniform Commercial Code financing statements necessary
to perfect the security interests of the Agent in the
Pico Assets; and
(iii) the receipt by the Agent of a commitment from Lawyer's
Title Insurance Corporation to issue an ALTA standard
form title insurance policy insuring the first priority
of the Pico Mortgage, subject only to Permitted Liens,
covering all of the Pico Assets, such policy to be in
form and substance satisfactory to the Agent, including
without limitation, such endorsements and affirmative
insurance as the Agent shall require with the standard
tenant's and mechanic's liens exceptions deleted and
with such portions of the survey coverage deleted as the
Agent may require, and the receipt by the Agent shall
also have received proof of full payment of all fees and
premiums for said policies and copies of all documents
listed as exceptions on Schedule B to each such policy.
(iv) Pico shall have executed and delivered to the Agent a
Collateral Assignment of Licenses, Contracts and Permits
assigning all rights in contracts, licenses and permits
used in connection with the Pico Assets in form and
substance satisfactory to the Agent.
(d) Insurance. The Agent shall have received (i) certificates of
insurance as to the liability hazard and other insurance maintained by
Pico on the Pico Assets in
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conformity with the insurance requirements contained in the Security
Agreements (including flood insurance if necessary) from the insurer or an
independent insurance broker dated as of the date hereof, identifying
insurers, types of insurance, insurance limits, and policy terms all in
accordance with the provisions of the Security Agreements; (ii) certified
copies of all policies evidencing such insurance (or certificates therefor
signed by the insurer or an agent authorized to bind the insurer); and
(iii) such further information and certificates from the Borrowers, their
insurers and insurance brokers as the Agent may request.
(e) Surveys. Pico shall have provided the Agent with site plans or
other maps acceptable to the Agent showing the real property subject to
the Pico Mortgage, the dimensions and the area thereof, together with a
licensed surveyor's or civil engineer's certificate in a form acceptable
to the Agent, certifying that all existing improvements necessary for the
operation of the Pico Assets as presently operated in all material
respects (the "Pico Material Improvements"), including without limitation
all utilities, sewer and water systems, snowmaking equipment (including
necessary water delivery systems), lodges, ski-lifts, parking areas,
driveways and any other material improvements are located within the
boundaries of the real property owned by Pico. Pico shall provide the
Agent with a list of Pico Material Improvements acceptable to Agent
together with a certificate of the Borrowers in form acceptable to the
Agent certifying that the Pico Material Improvements constitute all of the
improvements necessary to fully operate the Pico Assets as currently
operated and as contemplated to be operated during the 1996-97 ski season.
The certificate shall also indicate those portions of the Pico Assets, if
any, falling within a federally designated flood hazard area; if any
portion falls within such area, flood hazard insurance will be required by
federal regulations.
(f) Compliance with Zoning and Other Laws. Prior to the
effectiveness of this First Amendment, the Borrowers shall submit opinions
of counsel or other evidence in form and substance satisfactory to the
Agent's counsel that the Pico Assets, all existing and proposed
improvements thereon and the use or proposed use thereof, are in
compliance in all material respects with all zoning laws, building codes,
environmental laws and other laws and regulations applicable to the Pico
Assets and the use and proposed use thereof, and that all licenses,
permits and certificates of occupancy or building permits have been issued
to permit the lawful use or improvement of the Pico Assets as contemplated
by the Borrowers.
(g) Environmental Assessments. The Agent shall have received site
assessment reports concerning the Pico Assets, dated as of a recent date,
from environmental engineers acceptable to the Agent, such reports to be
in form and substance satisfactory to the Agent.
(h) Permit Assurances. The Agent shall have received evidence
satisfactory to the Agent that all activities being conducted on the Pico
Assets which require
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federal, state or local licenses or permits have been duly licensed except
where the absence of any such license would not have a Material Adverse
Effect and that such licenses or permits are in full force and effect and
have been assigned to the Agent pursuant to the Security Agreements.
(i) Leases/Service Contracts. The Agent shall have received copies
of all material service contracts and leases affecting any portion of the
Pico Assets.
(j) Flood Insurance. The Agent shall have received evidence of flood
hazard insurance for the Mortgaged Properties as required pursuant to the
Credit Agreement and federal regulations.
(k) Opinion of Counsel. The Borrowers shall have delivered to the
Agent (i) an opinion of general counsel to the Borrowers and (ii) an
opinion of Reiberg, Kenlan, Schwiebert, Hall & Xxxxx, P.C., all in form
and substance satisfactory to the Agent.
Section 9. Confirmation of Representations and Warranties; No Default. The
Borrowers hereby confirm to the Agent and the Lenders the representations and
warranties of the Borrowers set forth in Article 5 of the Credit Agreement (as
amended hereby) as of the date hereof, as if set forth herein in full. The
Borrowers hereby certify that no Default exists under the Credit Agreement.
Section 10. Environmental Action Plan. The Environmental Action Plan
included with the Credit Agreement as Exhibit 8.16 is amended by addition of the
Pico Environmental Action Plan attached hereto.
Section 11. Miscellaneous. The Borrowers agree, jointly and severally, to
pay on demand all the Agent's reasonable expenses in preparing, executing and
delivering this First Amendment to Credit Agreement, and all related instruments
and documents, including, without limitation, the reasonable fees and
out-of-pocket expenses of the Agent's special counsel, Xxxxxxx, Procter & Xxxx
LLP. This First Amendment to Credit Agreement shall be a Lender Agreement and
shall be governed by and construed and enforced under the laws of The
Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have caused
this First Amendment to Credit Agreement to be executed by their duly authorized
officers as of the date first set forth above.
AMERICAN SKIING COMPANY
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUNDAY RIVER SKIWAY CORPORATION
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUNDAY RIVER LTD.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
PERFECT TURN, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUNDAY RIVER TRANSPORTATION INC.
LBO HOLDING, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
CRANMORE, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUGARBUSH RESORT HOLDINGS INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
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SUGARBUSH LEASING COMPANY
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUGARBUSH RESTAURANTS, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
MOUNTAIN WASTEWATER TREATMENT,
INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
S-K-I LTD.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
KILLINGTON, LTD.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
MOUNT SNOW LTD.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
WATERVILLE VALLEY SKI AREA LTD.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
PICO SKI AREA MANAGEMENT COMPANY
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
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RESORTS SOFTWARE SERVICES, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
KILLINGTON RESTAURANTS, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
RESORT TECHNOLOGIES, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
DOVER RESTAURANTS, INC.
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
DEERFIELD OPERATING COMPANY
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUGARLOAF MOUNTAIN CORPORATION
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
MOUNTAINSIDE
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
SUGARTECH
By: /s/ [Illegible]
------------------------------------
Senior Vice President/Chief Administrative Officer
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FLEET NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ [Illegible]
------------------------------------
Name:
Title: Vice President
KEYBANK OF MAINE
By: /s/ Xxxx Xxxxxx
------------------------------------
Name: Xxxx Xxxxxx
Title: Senior Vice President
FLEET NATIONAL BANK, AS AGENT
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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