SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 1999
ASC EAST, INC.
(Exact name of Registrant as specified in its charter)
Maine 333-9763 01-0503382
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 450, Bethel, Maine 04217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (207) 824-5196
Former name or former address, if changed since last report: Not Applicable
<PAGE>
Item 5. Other Events.
On October 6, 1999, the Registrant, ASC East, Inc., was merged
with and into its parent, American Skiing Company (NYSE:SKI). Also on October 6,
1999, American Skiing Company entered into a Fourth Supplemental Indenture with
respect to the 12% Senior Subordinated Notes of the Registrant (the "Notes"),
under which American Skiing Company, as successor by merger to the Registrant,
became the primary obligor under those Notes. Certain subsidiaries of American
Skiing Company also joined (together with subsidiaries of the Registrant) as
guarantors of the Notes.
Item 7. Exhibits.
(c) Exhibits.
2.1. Articles of Merger as filed with the Maine Secretary
of State on October 5, 1999 with Plan of Merger
attached thereto.
4.1. Fourth Supplemental Indenture dated October 6, 1999,
among American Skiing Company, certain of its
subsidiaries, and United States Trust Company of New
York, as Trustee.
4.2 Subsidiary Guaranty dated October 6, 1999 from the
following subsidiaries of American Skiing Company:
ASC Utah, Blunder Bay Development Co., ASC Leasing,
Inc., Orlando Resort Corporation, ASC Transportation,
Inc., Steamboat Development Corporation, Steamboat
Ski & Resort Corporation, Heavenly Ski & Resort
Corporation, Heavenly Corporation and Heavenly Valley
Limited Partnership, guaranteeing the obligations of
American Skiing Company under the Fourth Supplemental
Indenture.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN SKIING COMPANY
(as successor by merger to ASC East, Inc.)
Date: October 12, 1999 /s/ Mark J. Miller
------------------------------------------
Name: Mark J. Miller
Title: Senior Vice President
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: October 12, 1999 /s/ Christopher E. Howard
------------------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
(Duly Authorized Officer)
EXHIBIT INDEX
Exhibit
No. Description
2.1. Articles of Merger as filed with the Maine Secretary of State on October 5,
1999 with Plan of Merger attached thereto.
4.1. Fourth Supplemental Indenture dated October 6, 1999, among American Skiing
Company, certain of its subsidiaries, and United States Trust Company of
New York, as Trustee.
4.2 Subsidiary Guaranty dated October 6, 1999 from the following subsidiaries
of American Skiing Company: ASC Utah, Blunder Bay Development Co., ASC
Leasing, Inc., Orlando Resort Corporation, ASC Transportation, Inc.,
Steamboat Development Corporation, Steamboat Ski & Resort Corporation,
Heavenly Ski & Resort Corporation, Heavenly Corporation and Heavenly Valley
Limited Partnership, guaranteeing the obligations of American Skiing
Company under the Fourth Supplemental Indenture.
---------------------------------
DOMESTIC Filing Fee: $80.00
BUSINESS CORPORATION
STATE OF MAINE
ARTICLES OF MERGER _________________________________
Deputy Secretary of State
ASC East, Inc.
---------------------------------
- -------------------------------------- ---------------------------------
(Subsidiary, A Maine Corporation)
and True Copy When Attested by Signature
ASC West, Inc., (Subsidiary, a Maine
Corporation)
INTO
American Skiing Company ______________________________
Deputy Secretary of State
- ---------------------------------------
(Parent, A Maine Corporation)
---------------------------------
Pursuant to 13-A MRSA ss.904, the undersigned corporation adopts the following
Articles of Merger:
FIRST: American Skiing Company herein referred to as the parent
corporation, is a corporation organized under the laws of the
State of Maine and owning at least 90% of the outstanding
shares of each class of ASC East, Inc. and ASC West, Inc.,
each a corporation organized under the laws of the State of
Maine and herein referred to as the subsidiary corporation.
SECOND: The plan of merger set forth in Exhibit A attached hereto was
approved by the Board of Directors of the undersigned parent
corporation as the surviving corporation in the manner
prescribed by the Maine Business Corporation Act.
THIRD: The number of outstanding shares of each class of the
participating subsidiary corporation and the number of
shares of each class owned by the parent, surviving
corporation are as follows: Name of Subsidiary Number of
Shares Designation Number and Per Cent of Shares Owned
Corporation Outstanding of Class by Surviving Parent
Name of Number of Shares Designation Number and Per Cent
Subsidiary Outstanding of Class of Shares Owned by
Corporation Surviving Parent
- -------------- ---------------- ------------ --------------------
ASC East, Inc. 939,168 Common 939,168 Shares, 100%
ASC West, Inc. 100 Common 100 Shares, 100%
FOURTH The date of the mailing to each shareholder of the
subsidiary corporation of a copy of the plan of merger is
October 5, 1999.
FIFTH Effective date of the merger (if other than date of filing
of Articles) is October 6, 1999 at 12:01 a.m.
(Not to exceed 60 days from date of filing of the Articles)
SIXTH: The address of the registered office of the surviving
corporation in the State of Maine is Sunday River Access
Road, Newry, Maine 04261.
The address of the registered office of the subsidiary
corporation in the State of Maine is Sunday River Access Road,
Newry, Maine 04261.
DATED: October 5, 1999 American Skiing Company
------------------------------------
(surviving corporation)
*By /s/ Christopher E. Howard
---------------------------------
(signature)
Christopher E. Howard, Clerk
-----------------------------
(type or print name and capacity)
*By
---------------------------------
(signature)
---------------------------------
(type or print name and capacity)
Note: 13-A MRSA ss.904 does not allow amendments to the Articles of
Incorporation.
- --------------------------------------------------------------------------------
*This documents MUST be signed by (1) the Clerk OR (2) the President or a
vice-president and the Secretary or an assistant secretary, or such other
officer as the bylaws may designate as a 2nd certifying officer OR (3) if there
are no such officers, then a majority of Directors or such directors as may be
designated by a majority of directors then in office OR (4) if there are not
such directors, then the Holders, or such of them as may be designated by the
holders, of record of a majority of all outstanding shares entitled to vote
thereon OR (5) the Holders of all of the outstanding shares of the corporation.
SUBMIT COMPLETED FORMS TO: CORPORATE EXAMINING SECTION, SECRETARY OF STATE, 101
STATE HOUSE STATION, AUGUSTA, ME 04333-0101 TEL: (207) 287-4195
<PAGE>
EXHIBIT A
PLAN OF MERGER
This Plan of Merger is adopted this 5th day of October, 1999, by
AMERICAN SKIING COMPANY, a Maine corporation (hereinafter sometimes referred to
as the "Parent Corporation" or "Surviving Corporation"), and relates to the
merger of ASC East, Inc., a Maine corporation (hereinafter sometimes referred to
as "ASC East") and ASC West, Inc., a Maine corporation (hereinafter sometimes
referred to as "ASC West") into Parent Corporation.
W I T N E S S E T H :
WHEREAS, Parent Corporation owns all of the outstanding stock of ASC
East and ASC West (hereinafter together sometimes referred to as "Subsidiary
Corporations"); and
WHEREAS, it is desired that Subsidiary Corporations be merged into Parent
Corporation;
NOW, THEREFORE, Parent Corporation does hereby merge Subsidiary
Corporations into itself, as of the effective time hereinafter provided, in
accordance with Sections 904 and 905 of the Maine Business Corporation Act, as
amended (the "Act"), 13-A M.R.S.A. ss.ss. 904 and 905, with the effect provided
in the Act, including without limitation Section 905, of the Act, 13-A M.R.S.A.
ss. 905, upon the following terms and conditions:
1. Parent Corporation shall be the surviving corporation in the merger.
2. The merger shall become effective at 12:01 a.m. on October 6, 1999
(such time being hereinafter called the "Effective Time of the Merger"). This
Plan of Merger shall be submitted to the Board of Directors of the Parent
Corporation for its approval in accordance with Section 904 of the Act.
3. Each share of (i) Common Stock, par value $.01 per share, (ii) Class
A Common Stock, par value $.01 per share, (iii) 10.5% Repriced Convertible
Exchangeable Preferred Stock, par value $.01 per share, and (iv) 8.50% Series B
Convertible Participating Preferred Stock, par value $.01 per share, of the
Parent Corporation outstanding immediately prior to the Effective Time of the
Merger shall continue to be outstanding thereafter and shall not be affected by
the merger. Neither the Articles of Incorporation, as amended, the Bylaws, as
amended, the terms of office of the officers and directors, nor any other matter
pertaining to the affairs of the Parent Corporation shall be affected by the
merger. The Parent Corporation, as the holder of all outstanding shares of the
Subsidiary Corporations, hereby waives notice of the merger and the right to
receive a copy of this Plan of Merger so as to permit the immediate
effectiveness of the merger as contemplated by Section 904(1)(C) of the Act.
4. At the Effective Time of the Merger, each share of stock of the
Subsidiary Corporations issued and outstanding immediately prior to the
Effective Time of the Merger shall be cancelled and of no further force or
effect, and the share certificates therefor held by Parent Corporation shall be
surrendered for cancellation.
5. From and after the Effective Time of the Merger, the Subsidiary
Corporations shall cease their separate existence; all of the properties (real,
personal and mixed), rights, immunities, privileges, franchises, choses in
action and all other assets of the Subsidiary Corporations shall vest in the
Surviving Corporation without further act or deed; and the Surviving Corporation
shall assume all the liabilities, duties and obligations of the Subsidiary
Corporations.
6. Parent Corporation expressly reserves the right to abandon the
merger, at any time prior to the Effective Time of the Merger, in the absolute
discretion of its directors.
IN WITNESS WHEREOF, Parent Corporation has caused this Plan of Merger
to be signed by its duly authorized officer.
AMERICAN SKIING COMPANY
By:/s/ Christopher E. Howard
-----------------------------
Christopher E. Howard
Executive Vice President
EXECUTION COPY
================================================================================
Fourth Supplemental Indenture
Dated as of October 6, 1999
among
American Skiing Company
and
United States Trust Company of New York,
as Trustee,
and
the Guarantors named herein
----------------
Series A and Series B
12% Senior Subordinated Notes
Due 2006
================================================================================
<PAGE>
FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of October 6, 1999, among American Skiing Company, a Maine corporation ("ASC"),
the Guarantors listed on the signature pages hereof under the heading Existing
Guarantors (the "Existing Guarantors"), each of 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 (each, an "Additional Guarantor" and, together with the Existing
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
ASC East, Inc. ("ASC East"), the Guarantors named therein (the "Original
Guarantors"), and the Trustee (the "Original Indenture"), ASC East 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 ASC East, the
Original Guarantors, and the Trustee, (ii) the Second Supplemental Indenture,
dated as of September 4, 1998, among ASC East, the Existing Guarantors, and the
Trustee, and (iii) the Third Supplemental Indenture, dated as of August 6, 1999,
among ASC East, the Existing Guarantors, and the Trustee (the Original
Indenture, as so amended and supplemented, the "Indenture");
WHEREAS, on or prior to the date hereof, ASC East and ASC West, Inc.
shall have merged with and into their parent, ASC (the "Merger");
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 ASC East under the Indenture, and shall, pursuant to Section 5.01(ii)
of the Indenture, enter into this Supplemental Indenture with the Trustee and
the Guarantors, agreeing to be bound by all of the terms and provisions of the
Indenture as amended hereby;
WHEREAS, upon the effective date of the Merger, each Additional
Guarantor shall have become a subsidiary of ASC, and ASC shall have provided the
Trustee with an Officers' Certificate to the effect that none of the Additional
Guarantors has been designated as an Unrestricted Subsidiary under the terms of
the Indenture;
WHEREAS, it is intended that, upon the effective date of the Merger,
each of the Additional Guarantors shall become a Guarantor under the Indenture,
and each Additional Guarantor shall, pursuant to Section 4.16 of the Indenture,
(i) enter into this Supplemental Indenture agreeing to be bound by all of the
terms and provisions of the Indenture as amended hereby and (ii) execute a
Subsidiary Guarantee;
<PAGE>
WHEREAS, pursuant to Section 9.01 of the Indenture, the Indenture may
be amended or supplemented without the consent of any Holder of a Note to
provide for the assumption of ASC East's rights and obligations under the Notes
and the Indenture in the case of a merger and for the addition of a Guarantor
pursuant to Section 4.16 of the Indenture;
WHEREAS, ASC, 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.
Section 2. ASC agrees, by its execution and delivery hereof, (a) to
assume all the rights and obligations of ASC East under the Notes and the
Indenture, (b) that it does hereby become the primary obligor of the Notes, and,
accordingly, may exercise every right and power of ASC East under the Indenture
with the same effect as if it had been named as the Company in the Indenture (so
that from and after the effective date of the Merger, the provisions of the
Indenture referring to the "Company" shall refer to ASC, as successor
corporation, and not to ASC East), and (c) that it is bound by all the terms and
provisions of the Indenture as hereby supplemented.
Section 3. Each Additional Guarantor agrees, by its execution and
delivery hereof, that it does hereby become a Guarantor under the Indenture and
that it is bound by all the terms and provisions of the Indenture as hereby
supplemented. Exhibit C to the Indenture is hereby amended to read as set forth
in Annex I attached hereto.
Section 4. 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 5. 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 6. The recitals contained in this Supplemental Indenture shall
be taken as the statements made solely by ASC 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 ASC and the Guarantors by
corporate action or otherwise, (iii) the due execution hereof by ASC 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 7. This Supplemental Indenture shall become effective upon the
execution and delivery hereof by ASC, the Guarantors and the Trustee.
SECTION 8. 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 9. 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.
<PAGE>
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.
AMERICAN SKIING COMPANY
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
Existing Guarantors
AMERICAN SKIING COMPANY RESORT
PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
THE CANYONS RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
STEAMBOAT RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
HEAVENLY PROPERTIES, INC.
(f/k/a Heavenly Resort Properties, Inc.)
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARLOAF RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
KILLINGTON RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
MOUNT SNOW RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARBUSH RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
SUNDAY RIVER RESORT PROPERTIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ATTITASH RESORT PROPERTIES,INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUNDAY RIVER SKIWAY CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUNDAY RIVER, LTD.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
PERFECT TURN, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
L.B.O. HOLDING, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUNDAY RIVER TRANSPORTATION, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARBUSH RESORT HOLDINGS, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARBUSH LEASING COMPANY
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARBUSH RESTAURANTS, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
AJT, INC. (f/k/a CI, Inc. and CRANMORE, INC.)
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
MOUNTAIN WASTEWATER TREATMENT, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
GRAND SUMMIT RESORT PROPERTIES, INC.
(f/k/a LBO HOTEL CO.)
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
S-K-I LIMITED
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
KILLINGTON LTD.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
MOUNT SNOW LTD.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
WVSAL, INC. (f/k/a WATERVILLE
VALLEY SKI AREA, LTD.)
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARLOAF MOUNTAIN CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
KILLINGTON RESTAURANTS, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
DOVER RESTAURANTS, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
RESORTS TECHNOLOGIES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
RESORT SOFTWARE SERVICES, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
MOUNTAINSIDE
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
SUGARTECH
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
PICO SKI AREA MANAGEMENT COMPANY
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
Additional Guarantors
BLUNDER BAY DEVELOPMENT CO.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ASC LEASING, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ORLANDO RESORT CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ASC TRANSPORTATION, INC.
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ASC UTAH
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
STEAMBOAT DEVELOPMENT CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
STEAMBOAT SKI & RESORT CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
HEAVENLY CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
HEAVENLY VALLEY LIMITED PARTNERSHIP
By: HEAVENLY CORPORATION,
its general partner
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
HEAVENLY SKI & RESORT CORPORATION
ATTEST: /s/ Donna Godish By: /s/ Christopher E. Howard
------------------ -----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
ATTEST: Unable to read By:/s/ Louis P. Young
Name: Louis P. Young
Title: Vice President
<PAGE>
Annex I
EXHIBIT C
GUARANTORS
1. Sunday River Skiway Corporation
2. Sunday River Ltd.
3. Perfect Turn, Inc.
4. L.B.O. Holding, Inc.
5. Sunday River Transportation, Inc.
6. Sugarbush Resort Holdings, Inc.
7. Sugarbush Leasing Company
8. Sugarbush Restaurant, Inc.
9. AJT, Inc.
10. S-K-I Limited
11. Killington Ltd.
12. Mount Snow Ltd.
13. WVSAL, Inc.
14. Sugarloaf Mountain Corporation
15. Killington Restaurants, Inc.
16. Dover Restaurants, Inc.
17. Resorts Technologies, Inc.
18. Resort Software Services, Inc.
19. Mountain Wastewater Treatment, Inc.
20. Grand Summit Resort Properties, Inc.
21. Mountainside
22. Sugartech
23. Pico Ski Area Management Company
24. American Skiing Company Resort Properties, Inc.
25. The Canyons Resort Properties, Inc.
26. Steamboat Resort Properties, Inc.
27. Heavenly Properties, Inc.
28. Sugarloaf Resort Properties, Inc.
29. Killington Resort Properties, Inc.
30. Mount Snow Resort Properties, Inc.
31. Sugarbush Resort Properties, Inc.
32. Sunday River Resort Properties, Inc.
33. Attitash Resort Properties, Inc.
34. Blunder Bay Development Co.
35. ASC Leasing, Inc.
36. Orlando Resort Corporation
37. ASC Transportation, Inc.
38. ASC Utah
39. Steamboat Development Corporation
40. Steamboat Ski & Resort Corporation
41. Heavenly Corporation
42. Heavenly Valley Limited Partnership
43. Heavenly Ski & Resort Corporation
SUBSIDIARY GUARANTEE
SUBSIDIARY GUARANTEE (this "Subsidiary Guarantee"), dated as of October
6, 1999, among the Guarantors listed on the signature pages hereof (the
"Guarantors"), each of which is a party to the Fourth Supplemental Indenture
dated the date hereof, among American Skiing Company (the "Company"), the
Guarantors and the other guarantors named therein and the United States Trust
Company of New York (the "Fourth Supplemental Indenture"). Unless otherwise
indicated, capitalized terms used herein have the meanings given to such terms
in the Indenture, dated as of June 28, 1996, as amended by the First
Supplemental Indenture, dated as of November 11, 1997, among ASC East, Inc., the
guarantors listed therein and the Trustee, the Second Supplemental Indenture,
dated as of September 4, 1998, among ASC East, Inc., the guarantors listed
therein and the Trustee, the Third Supplemental Indenture, dated as of August 6,
1999, among ASC East, Inc., the guarantors listed therein and the Trustee, and
the Fourth Supplemental Indenture (as so amended and supplemented, the
"Indenture").
Each of the Guarantors hereby, jointly and severally, unconditionally
guarantees to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity
and enforceability of this Indenture, the Notes or the obligations of the
Company hereunder or thereunder, that: (a) the principal of and premium,
interest and Liquidated Damages, if any, on the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of, premium and interest and Liquidated
Damages on the Notes, if any, if lawful, and all other obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly
paid in full or performed, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid in full when due
or performed in accordance with the terms of the extension or renewal, whether
at stated maturity, by acceleration or otherwise. Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason,
the Guarantors will be jointly and severally obligated to pay the same
immediately.
The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 11 of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Subsidiary Guarantee. The terms of
Article 11 of the Indenture are incorporated herein by reference.
This is a continuing Subsidiary Guarantee and shall remain in full
force and effect and shall be binding upon each Guarantor and its respective
successors and assigns to the extent set forth in the Indenture until full and
final payment of all of the Company's Obligations under the Notes and the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders of the Notes and, in the event of any transfer or
assignment of rights by any Holder of Notes or the Trustee, the rights and
privileges herein conferred upon that party shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof. This a Subsidiary Guarantee of payment and not a guarantee of
collection.
In certain circumstances more fully described in the Indenture, any
Guarantor may be released from its liability under this Subsidiary Guarantee,
and any such release will be effective whether or not noted hereon.
This Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which this
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
For purposes hereof, each Guarantor's liability will be that amount
from time to time equal to the aggregate liability of such Guarantor hereunder,
but shall be limited to the lesser of (i) the aggregate amount of the
Obligations of the Company under the Notes and the Indenture and (ii) the
amount, if any, which would not have (A) rendered such Guarantor "insolvent" (as
such term is defined in the federal Bankruptcy Law and in the Debtor and
Creditor Law of the State of New York) or (B) left it with unreasonably small
capital at the time its Guarantee of the Notes was entered into, after giving
effect to the incurrence of existing Indebtedness immediately prior to such
time; provided that, it shall be a presumption in any lawsuit or other
proceeding in which such Guarantor is a party that the amount guaranteed
pursuant to its Subsidiary Guarantee is the amount set forth in clause (i) above
unless any creditor, or representative of creditors of such Guarantor, or debtor
in possession or trustee in bankruptcy of such Guarantor, otherwise proves in
such a lawsuit that the aggregate liability of such Guarantor is limited to the
amount set forth in clause (ii). In making any determination as to the solvency
or sufficiency of capital of a Guarantor in accordance with the previous
sentence, the right of such Guarantor to contribution from other Guarantors and
any other rights such Guarantor may have, contractual or otherwise, shall be
taken into account.
THIS SUBSIDIARY GUARANTEE 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.
This Subsidiary Guarantee 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.
BLUNDER BAY DEVELOPMENT CO.
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ASC LEASING, INC.
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
ORLANDO RESORT CORPORATION
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ASC TRANSPORTATION, INC.
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
ASC UTAH
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
STEAMBOAT DEVELOPMENT CORPORATION
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
STEAMBOAT SKI & RESORT CORPORATION
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
<PAGE>
HEAVENLY CORPORATION
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
HEAVENLY VALLEY LIMITED PARTNERSHIP
By: HEAVENLY CORPORATION
its general partner
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
HEAVENLY SKI & RESORT CORPORATION
By: /s/ Christopher E. Howard
-----------------------------------
Name: Christopher E. Howard
Title: Executive Vice President
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: /s/ Louis P. Young
--------------------------------
Name: Louis P. Young
Title: Vice President
