EXECUTION COPY
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Third Supplemental Indenture
Dated as of August 6, 1999
among
ASC East, Inc.
and
United States Trust Company of New York,
as Trustee,
and
the Guarantors named herein
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Series A and Series B
12% Senior Subordinated Notes
Due 2006
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Document #: 628684.6
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of August 6, 1999, among ASC East, Inc., formerly American Skiing
Company, a Maine corporation (the "Company"), the Guarantors listed on the
signature pages hereof under the heading Guarantors (the "Guarantors"), and
United States Trust Company of New York, as trustee under the Indenture referred
to below (the "Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the Indenture, dated as of June 28, 1996,
among the Company, the Guarantors named therein (the "Original Guarantors"), and
the Trustee (the "Original Indenture"), the Company duly issued its 12% Senior
Subordinated Notes Due 2006 (the "Securities") in the aggregate principal amount
of $120 million;
WHEREAS, the Original Indenture was amended by (i) the First
Supplemental Indenture, dated as of November 12, 1997, among the Company, the
Original Guarantors and the Trustee and (ii) the Second Supplemental Indenture,
dated as of September 4, 1998, among the Company, the Original Guarantors, the
New Guaranteeing Subsidiaries named therein, and the Trustee (the Original
Indenture, as so amended, the "Indenture");
WHEREAS, in accordance with the Indenture, the Company has
obtained the written consent of the Holders of at least a majority in principal
amount of the outstanding Securities to certain amendments (the "Amendments") to
the Indenture as set forth in this Supplemental Indenture;
WHEREAS, the Company has determined to adopt the Amendments in
connection with the proposals of (i) its parent, American Skiing Company
("ASC"), to issue 150,000 shares of 8.5% Series B Convertible Participating
Preferred Stock pursuant to the terms of a Preferred Stock Subscription
Agreement, dated as of July 9, 1999, among ASC and Oak Hill Capital Partners,
L.P and the other entities named in Annex A thereto (the "Preferred Stock
Transaction") and (ii) the Company and ASC West, Inc. to merge with and into ASC
(the "Merger");
WHEREAS, the parties hereto desire that certain of the
Amendments become operative concurrently with the consummation of the Preferred
Stock Transaction and certain of the Amendments become operative concurrently
with the consummation of the Merger;
WHEREAS, pursuant to Section 9.02 of the Indenture, the
Company and the Guarantors, when authorized by resolution of their respective
Boards of Directors, and the Trustee together, with the written consent of the
Holders of at least a majority in aggregate principal amount of the Securities
then outstanding, are authorized to amend or supplement the Indenture as set
forth in this Supplemental Indenture;
WHEREAS, all conditions and requirements necessary to make
this Supplemental Indenture a valid, binding and legal instrument in accordance
with its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized by all necessary parties;
WHEREAS, it is intended that, upon the effective date of the
Merger, ASC shall succeed to, and be substituted for and may exercise every
right and power of the Company under, the Indenture, and shall, pursuant to
Section 5.01(ii) of the Indenture, enter into a supplemental indenture with the
Trustee, the Guarantors, and the Additional Guarantors (as defined below) (the
"Fourth Supplemental Indenture"), agreeing to be bound by all of the terms of
the Indenture as amended by this Supplemental Indenture;
WHEREAS, it is intended that, upon the effective date of the
Merger, each of the entities named in Annex I hereto shall become a Guarantor
under the Indenture (each, an "Additional Guarantor"), and each Additional
Guarantor shall, pursuant to Section 4.16 of the Indenture, (i) enter into the
Fourth Supplemental Indenture agreeing to be bound by all of the terms of the
Indenture as amended by this Supplemental Indenture and (ii) execute a
Subsidiary Guarantee; and
WHEREAS, the Company, each of the Guarantors and the Trustee
desire and have agreed to execute and deliver this Supplemental Indenture as
herein provided and all conditions and requirements necessary to make this
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized by all necessary parties.
NOW, THEREFORE, for and in consideration of the premises
contained herein, it is mutually covenanted and agreed for the benefit of all
Holders of the Securities as follows:
Section 1. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. All references herein
to the date of the Indenture shall mean July 28, 1996. From and after the
effective date of the Merger, and upon the execution and delivery of the Fourth
Supplemental Indenture, ASC shall assume the rights and obligations of the
Company under the Notes and the Indenture, and, accordingly, the provisions of
the Indenture referring to the "Company" shall mean ASC and not ASC East, Inc.
Section 2. From and after the closing date of the Preferred
Stock Transaction, Article I, Section 1.01 (Definitions) of the Indenture shall
be amended as follows:
(a) Definition of "Change of Control." The definition of
"Change of Control" is amended by deleting such definition in its
entirety and substituting the following therefor:
"Change of Control" means the occurrence of any of
the following: (i) the sale, lease, transfer, conveyance or
other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its
Restricted Subsidiaries, taken as a whole, to any "person" (as
such term is used in Section 13(d)(3) of the Exchange Act)
other than the Permitted Holders, (ii) the adoption of a plan
relating to the liquidation or dissolution of the Company,
(iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which
is that any "person" (as such term is used in Section 13(d)(3)
of the Exchange Act), other than the Permitted Holders,
becomes the "beneficial owner" (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or
indirectly, of more than the greater of (a) 35% of the voting
power of the Capital Stock of the Company or (b) the combined
voting power of the Capital Stock held by the Permitted
Holders, unless, in the case of this clause (iii), the
Permitted Holders retain the right or ability, by voting
power, contract or otherwise, to elect or designate a majority
of the Board of Directors of the Company, or (iv) the first
day on which more than one-third of the members of the Board
of Directors of the Company are not Continuing Directors.
(b) Definition of "Permitted Holders." The definition of
"Permitted Holders" is amended by deleting such definition in its
entirety and substituting the following therefor:
"Permitted Holders" means (a) Xxxxxx X. Xxxxx (or, in the
event of his incompetence or death, his estate and his
estate's heirs, executor, administrator, committee or other
representative (collectively, "Heirs")), (b) any Person in
which Xxxxxx X. Xxxxx and his Heirs, directly or indirectly,
have an 80% controlling interest, and/or (c) Oak Hill Capital
Partners, L.P. and Oak Hill Securities Fund, L.P. and their
respective affiliates and associates.
Section 3. From and after the effective date of the Merger,
and the execution and delivery of (i) the Fourth Supplemental Indenture by the
parties thereto, and (ii) a Subsidiary Guarantee by each Additional Guarantor;
provided that, and only in the event that, the Preferred Stock Transaction has
been consummated, Article I, Section 1.01 (Definitions) of the Indenture shall
be amended as follows:
(a) Definition of "Delaware Reincorporation." The following
definition of "Delaware Reincorporation" is added immediately following
the definition of "Default":
"Delaware Reincorporation" means the Company's
merger with and into a newly formed subsidiary that is
incorporated in the State of Delaware (with such new Delaware
subsidiary surviving the merger) and that, immediately after
giving effect to such merger, will have the identical
authorized, issued and outstanding capital stock having the
same rights and preferences as the Company's immediately prior
to such merger.
(b) Definition of "Disqualified Stock." The definition of
"Disqualified Stock" is amended by adding the following sentence
immediately after the last sentence of the definition:
Notwithstanding the preceding sentence, any Capital Stock that
would not constitute Disqualified Stock but for change of
control or asset sale provisions shall not constitute
Disqualified Stock if those provisions are not more favorable
to the holders of such Capital Stock than the provisions
contained in Sections 3.09, 4.10 and 4.15 are to the Holders.
(c) Definition of "Existing Indebtedness." The definition of
"Existing Indebtedness" is amended by deleting such definition in its
entirety and substituting the following therefor:
"Existing Indebtedness" means Indebtedness of the
Company and its Restricted Subsidiaries in existence on the
date of the Indenture or on the date of the Third Supplemental
Indenture dated August 6, 1999, or assumed or incurred on or
prior to the date of the Merger in connection with the Merger,
in each case, until such amounts are repaid.
(d) Definition of "Guarantors." The definition of "Guarantors"
is amended by deleting "Deerfield Operating Company" and adding the
following to the list of Guarantors: Blunder Bay Development Co.; ASC
Leasing, Inc.; Orlando Resort Corporation; ASC Transportation, Inc.;
ASC Utah; Steamboat Development Corporation; Steamboat Ski & Resort
Corporation; Heavenly Corporation; Heavenly Valley Limited Partnership;
and Heavenly Ski & Resort Corporation.
(e) Definition of "Merger." The definition of "Merger" is
added immediately following the definition of "Liquidated Damages":
"Merger" means the merger of ASC East, Inc. and ASC West, Inc. with
and into the Company.
(f) Definition of "Non-Recourse Debt." The definition of
"Non-Recourse Debt" is amended by deleting such definition in its
entirety and substituting the following therefor:
"Non-Recourse Debt" means Indebtedness (i) as to
which neither the Company nor any of its Restricted
Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable
(as a guarantor or otherwise), or (c) constitutes the lender,
(ii) no default with respect to which (including any rights
that the holders thereof may have to take enforcement action
against an Unrestricted Subsidiary) would permit (upon notice,
lapse of time or both) any holder of any other Indebtedness
that aggregates $5.0 million or more of the Company or any of
its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity, and (iii) with respect
to Indebtedness that aggregates $0.5 million or more, as to
which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries.
(g) Definition of "Non-Recourse Real Estate Debt." The
definition of "Non-Recourse Real Estate Debt" is amended by deleting
such definition in its entirety and substituting the following
therefor:
"Non-Recourse Real Estate Debt" means Indebtedness
(i) as to which neither the Company nor any of its Restricted
Subsidiaries, other than Real Estate Subsidiaries, (a)
provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a
guarantor or otherwise) or (c) constitutes the lender, (ii) no
default with respect to which (including any rights that the
holders thereof may have to take enforcement action against a
Real Estate Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness that
aggregates $5.0 million or more of the Company or any of its
Restricted Subsidiaries, other than Real Estate Subsidiaries,
to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its
stated maturity and (iii) with respect to Indebtedness that
aggregates $0.5 million or more, as to which the lenders have
been notified in writing that they will not have any recourse
to the stock or assets of the Company or any of its Restricted
Subsidiaries, other than Real Estate Subsidiaries, except, in
each case, to the extent permitted by the provisions of
Section 4.09 hereof.
(h) Definition of "Permitted Investments." The definition of
"Permitted Investments" is amended by adding the following paragraphs:
(vi) Guarantees of Hedging Obligations permitted to be
incurred pursuant to clause (xi) of Section 4.09 hereof;
(vii) any acquisition of assets solely in exchange for the
issuance of Equity Interests (other than Disqualified Stock) of
the Company; and
(viii) Investments outstanding on the date of the Merger
other than Investments made by ASC East, Inc. and its
Subsidiaries subsequent to the date of the Indenture and prior to
the date of the Merger.
Section 4. From and after the effective date of the Merger and
the execution and delivery of (i) the Fourth Supplemental Indenture by the
parties thereto, and (ii) a Subsidiary Guarantee by each Additional Guarantor;
provided that, and only in the event that, the Preferred Stock Transaction has
been consummated, Article IV (Covenants) of the Indenture shall be amended as
follows:
(a) Section 4.07. Restricted Payments. Section 4.07(C)(ii) is
amended by deleting the date "July 29, 1996" and substituting "July
26, 1999" therefor.
(b) Section 4.08. Dividend and Other Payment Restrictions
Affecting Subsidiaries. Section 4.08 is amended by deleting the second
clause (a) in its entirety and substituting the following therefor:
(a) Existing Indebtedness as (i) in effect on the
date of the Indenture or (ii) in effect on the date of the
Merger (other than, with respect to clause (ii), Existing
Indebtedness of ASC East, Inc. and its Restricted Subsidiaries
incurred after the date of the Indenture and prior to the
consummation of the Merger);
and adding the following clauses at the end of Section 4.08:
(i) any agreement for the sale or other disposition
of a Restricted Subsidiary that restricts distributions by
that Restricted Subsidiary pending its sale or other
disposition; and
(j) Permitted Refinancing Debt, provided that the
restrictions contained in the agreements governing such
Permitted Refinancing Debt are no more restrictive, taken as a
whole, than those contained in the agreements governing the
Indebtedness being refinanced.
(c) Section 4.09. Incurrence of Indebtedness and Issuance of
Preferred Stock. Section 4.09 is amended by (i) deleting the reference
to "$65 million" in clause (i)(a) and substituting "$165 million"
therefor and (ii) adding the following clauses at the end of Section
4.09:
(xi) the incurrence by the Company or any of its
Restricted Subsidiaries of Hedging Obligations in the ordinary
course of business (a) for the purpose of fixing or hedging
interest rate risk with respect to any Indebtedness that is
permitted by the terms of the Indenture to be outstanding or
(b) for the purpose of fixing or hedging currency exchange
rate risk with respect to any currency exchanges, provided
that such agreements do not increase the Indebtedness of the
obligor outstanding at any time other than as a result of
fluctuations in foreign currency exchange rates or interest
rates or by reason of fees, indemnities and compensation
payable thereunder; and
(xii) the incurrence by the Company or any of its
Restricted Subsidiaries in the ordinary course of business of
obligations in respect of performance and surety bonds and
completion guarantees, and reimbursement obligations in
respect of letters of credit and self-insurance programs.
Section 5. From and after the effective date of the Merger and
the execution and delivery of (i) the Fourth Supplemental Indenture by the
parties thereto, and (ii) a Subsidiary Guarantee by each Additional Guarantor;
provided that, and only in the event that, the Preferred Stock Transaction has
been consummated, Section 5.01 (Merger, Consolidation, or Sale of Assets) of the
Indenture shall be amended by adding the following statement at the end of such
section:
Notwithstanding the foregoing, this Section 5.01 (except for
clause (ii)) shall not be applicable to the Merger or the
Delaware Reincorporation.
Section 6. The Trustee accepts this Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby supplemented, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and limit
its liabilities and responsibilities in the performance of the trust created by
the Indenture as hereby supplemented.
Section 7. The Indenture, supplemented as hereinabove set
forth, is in all respects ratified and confirmed, and the terms and conditions
thereof, supplemented as hereinabove set forth, shall be and remain in full
force and effect.
Section 8. The recitals contained in this Supplemental
Indenture shall be taken as the statements made solely by the Company and the
Guarantors, and the Trustee shall have no liability or responsibility for their
correctness and, without limiting the generality of the foregoing, the Trustee
shall not be responsible in any manner whatsoever for or with respect to (i) the
validity or sufficiency of this Supplemental Indenture or any of the terms or
provisions hereof, (ii) the proper authorization hereof by the Company and the
Guarantors by corporate action or otherwise, (iii) the due execution hereof by
the Company and the Guarantors or (iv) the consequences (direct or indirect and
whether deliberate or inadvertent) of any amendment herein provided for, and the
Trustee makes no representation with respect to any such matters.
Section 9. This Supplemental Indenture shall become effective
upon the execution and delivery hereof by the Company, the Guarantors and the
Trustee.
SECTION 10. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 11. This Supplemental Indenture may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
ASC EAST, INC. (f/k/a AMERICAN
SKIING COMPANY)
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
Guarantors
AMERICAN SKIING COMPANY RESORT
PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
THE CANYONS RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
STEAMBOAT RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
HEAVENLY PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARLOAF RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
KILLINGTON RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
MOUNT SNOW RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARBUSH RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUNDAY RIVER RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
ATTITASH RESORT PROPERTIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUNDAY RIVER SKIWAY CORPORATION
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUNDAY RIVER, LTD.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
PERFECT TURN, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
LBO HOLDINGS, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUNDAY RIVER TRANSPORTATION, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARBUSH RESORT HOLDINGS, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARBUSH LEASING COMPANY
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARBUSH RESTAURANTS, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
AJT, INC. (f/k/a CRANMORE, INC.)
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
MOUNTAIN WASTEWATER TREATMENT, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
GRAND SUMMIT RESORT PROPERTIES,INC.
(f/k/a LBO HOTEL CO.)
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
S-K-I LIMITED
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
KILLINGTON LTD.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
MOUNT SNOW LTD.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
WVSAL, INC. (f/k/a WATERVILLE
VALLEY SKI AREA, LTD.)
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARLOAF MOUNTAIN CORPORATION
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
KILLINGTON RESTAURANTS, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
DOVER RESTAURANTS, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
RESORTS TECHNOLOGIES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
RESORT SOFTWARE SERVICES, INC.
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
MOUNTAINSIDE
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
SUGARTECH
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
PICO SKI AREA MANAGEMENT COMPANY
ATTEST: /s/ Xxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxxxxx X. Xxxxxx
---------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Executive Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
ATTEST: unable to read By:/s/ Xxxxx X. Xxxxx
---------------- ----------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President