LOAN PARTICIPATION AGREEMENT
LOAN PARTICIPATION AGREEMENT dated as of January 14, 2002
(this "Participation Agreement") by and among (i) the lenders (the "Lenders")
party to the Credit Agreement (as defined below), (ii) Fleet National Bank, N.A.
(formerly known as BankBoston, N.A.), as agent (the "Agent") under the Credit
Agreement (as defined below) and (iii) ▇▇▇▇▇▇▇▇▇ L.L.C. (the "Participant").
W I T N E S S E T H:
WHEREAS, the Lenders and the Agent are parties to that certain
Amended, Restated and Consolidated Credit Agreement dated as of October 12,
1999, as amended by the First, Second, Third and Fourth Amendments thereto (the
"Credit Agreement"), by and among American Skiing Company ("American Skiing")
and the other borrowers party thereto (collectively, the "Borrowers"), the
Lenders and the Agent;
WHEREAS, pursuant to the Credit Agreement, the Lenders have
made Loans and other financial accommodations to the Borrowers which remain
outstanding;
WHEREAS, each Revolving Credit Lender wishes to sell,
transfer, assign and convey to the Participant, and the Participant wishes to
purchase, accept and acquire from each such Revolving Credit Lender, an
undivided junior and subordinated participating interest in each such Revolving
Credit Lender's pro rata share of the Participated Advances (as defined below),
in accordance with the terms and conditions set forth herein; and
WHEREAS, this Participation Agreement sets forth the terms and
conditions of such sale and purchase, and of the continuing administration by
the Agent and the Lenders of the Credit Agreement, as may be amended, the other
Lender Agreements, any Collateral and the Loans;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:
Section 1. Definitions. Unless otherwise defined herein,
capitalized terms used herein have the meanings assigned in the Credit Agreement
and the following terms shall have the following meanings:
"Fifth Amendment" shall mean the Fifth Amendment, dated as of
the date hereof, to the Credit Agreement, executed and delivered on the
date hereof by the parties to the Credit Agreement.
"Participant" shall have the meaning set forth in the
Preamble.
"Participated Advances" shall mean those certain Revolving
Credit Advances to be made on a non-revolving basis on the date hereof
by the Revolving Credit Lenders to the Borrowers pursuant to the Credit
Agreement, as amended by the Fifth Amendment, in an aggregate amount
equal to $7,200,000, the proceeds of which are to be used solely to pay
interest in such amount due on January 15, 2002 under the Senior
Subordinated Notes.
Section 2. Sale and Purchase of Junior and Subordinated
Participating Interest in the Participated Advances. Each Revolving Credit
Lender hereby sells, transfers, assigns and conveys to the Participant, and the
Participant hereby purchases, accepts and acquires from such Revolving Credit
Lender, an undivided junior and subordinated participating interest in such
Revolving Credit Lender's pro rata share of the Participated Advances.
Contemporaneously with the making of the Participated Advances, (i) the
Participant shall pay to the Agent at the account designated in Part 1 of
Schedule A hereto, for the ratable benefit of the Revolving Credit Lenders, in
immediately available funds, an amount equal to the aggregate amount of the
Participated Advances and (ii) the Borrowers shall pay to the Participant at the
account designated in Part 2 of Schedule A hereto, in immediately available
funds, an amount equal to the aggregate amount of the Participated Advance Fees
(as defined in the Fifth Amendment).
Section 3. Terms of Participated Advances. As set forth in the
Credit Agreement, as amended by the Fifth Amendment, and notwithstanding
anything to the contrary set forth in the other Lender Agreements:
(a) except as provided in Section 3(b) below, any and all
amounts received by the Agent or any of the Lenders from any of the Borrowers in
respect of the Lender Obligations shall be applied as follows:
(i) first, to pay in full in cash interest on the Lender
Obligations (other than the Participated Advances) then due and payable under
the Lender Agreements;
(ii) second, to pay in full in cash interest on the
Participated Advances then due and payable under the Lender Agreements;
(iii) third, to pay or prepay in full in cash all Lender
Obligations (other than in respect of the Participated Advances); and
(iv) fourth, to pay or prepay in full in cash all Lender
Obligations in respect of the Participated Advances.
(b) any and all amounts received by the Agent or any of the
Lenders from any sale or other disposition of, or realization on, any of the
assets or capital stock of any of the Steamboat Subsidiaries shall be applied as
follows:
(i) first, to pay or prepay in full in cash all principal of
and interest on the Additional Revolving Credit Advances;
(ii) second, to pay or prepay in full in cash all principal of
and interest on the Participated Advances; and
(iii) third, to pay or prepay in full in cash the Lender
Obligations in accordance with the Credit Agreement, as may be amended.
If for any reason, the Agent and the Lenders are required to disgorge
to any Borrower or any other Person any payments received pursuant to
this Section 3(b), promptly after receipt by the Participant of notice
thereof from the Agent or such Lender, pay to the Agent or such Lender,
as the case may be, an amount equal to the lesser of (i) the amount so
disgorged (ii) the amount received by the Participant pursuant to
clause (ii) above.
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Section 4. Subordination of Participating Interests. (a) The
Participant hereby agrees that, except as provided in Section 3, (i) its junior
and subordinated participating interest in the Participated Advances shall be a
"last-out", "first-loss" participation and shall be junior and subordinated to
each Lender's right to prior payment in full of all Lender Obligations due to
such Lender, as well as to such Lender's interest in any Loans, Notes,
Collateral, the Credit Agreement, as may be amended, and any other Lender
Agreements including, without limitation, interest on the Loans, to the extent
that such interest shall constitute an allowed claim in bankruptcy or similar
proceeding, (ii) its junior and subordinated participating interest in the
Participated Advances does not afford it any of the rights or privileges of a
Lender under the Credit Agreement, as may be amended, or any of the other Lender
Agreements, including, without limitation, (A) the right to participate in any
meetings or conference calls among the Agent, the Lenders and/or the Borrowers
and (B) except for the Participated Advance Fees, the right to any fees payable
to the Lenders under the Credit Agreement, as may be amended, or any other
Lender Agreement, (iii) the Agent and the Lenders shall retain the exclusive
right to carry out the provisions of the Credit Agreement, as may be amended,
and any other Lender Agreements, to enforce and collect the Loans, and otherwise
to exercise and enforce all rights and privileges accruing to the Agent or any
Lender with respect to the Loans, the Notes, Collateral, the Credit Agreement,
as may be amended, and any other Lender Agreements, all in the Agent's or such
Lender's sole business judgment, exercised in good faith, and (iv) the Agent and
the Lenders may, in their sole discretion, exercised in good faith, without
prior notice to the Participant, (A) agree to any amendment, modification or
waiver of any of the terms of the Credit Agreement, as may be amended, or any
other Lender Agreement, (B) consent to any action or failure to act by the
Borrowers or any party under the Credit Agreement, as may be amended, or any
other Lender Agreement, and (C) exercise or refrain from exercising any rights
or remedies which the Agent or any Lender may have with respect to the Loans,
the Notes, Collateral, the Credit Agreement, as may be amended, and any other
Lender Agreements, including, without limitation, the right at any time, in
their sole discretion, exercised in good faith, to (1) to declare, or refrain
from declaring, any Loan and any Note due and payable when permitted to do so
pursuant to the Credit Agreement, as may be amended, or any other Lender
Agreement, (2) to foreclose and sell and otherwise deal with, or refrain from
foreclosing and selling or otherwise dealing with, any Collateral, (3) to
enforce, or refrain from enforcing, the Credit Agreement, as may be amended, or
any other Lender Agreement or (4) to file any proof of claim with respect to the
Lender Obligations, including the Participated Advances, and vote to accept or
reject a plan of reorganization with respect to such claim in a bankruptcy
proceeding of any Borrower; provided, however, that, notwithstanding anything to
the contrary in the foregoing revisions of this Section 4(a);
(x) in any bankruptcy or similar proceeding affecting any
Borrower, the Agent and the Lenders shall include all Lender Obligations
relating to the Participated Advances in any proof of claim filed by them with
respect to the Lender Obligations or shall otherwise file such proofs of claims
with respect to the Participated Advances as the Participant may reasonably
request to preserve any claim against any of the Borrowers with respect to the
Participated Advances;
(y) without the prior written consent of the Participant,
neither the Agent nor any Lender shall (I) forgive any portion or modify the
amount of the principal of or the rate of interest applicable to the
Participated Advances, (II) postpone the scheduled payment, repayment or
prepayment of any principal of or interest on the Participated Advances, or
(III) release, or subordinate any security interest in or other Lien on, all or
any material portion of the Collateral for, or any material guarantor of, the
Lender Obligations except in connection with dispositions made in accordance
with Sections 4.1 and 9.8 of the Credit Agreement, provided that the proceeds of
any such disposition are applied as provided in Section 3; and
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(z) without the prior written consent of the Participant,
neither the Agent nor any Lender shall consent to, or waive any noncompliance by
the Borrowers with any covenant prohibiting, the incurrence by any of the
Borrowers of (i) any Indebtedness other than Indebtedness that is permitted by
the Credit Agreement and Section 3.1 of the Fifth Amendment (other than
debtor-in-possession financing) or (ii) any additional Indebtedness under the
Lender Agreements other than Revolving Credit Advances, Reimbursement
Obligations and Swing Line Loans, in each case not to exceed the maximum amount
thereof permitted under the Credit Agreement;
(b) So long as any Lender Obligations are outstanding and have
not been indefeasibly paid in full in cash or cash equivalents, whether or not
any insolvency proceeding has been commenced by or against any Borrower, the
Participant acknowledges and agrees that is has no right to, and has no right to
direct the Agent or any Lender to, (i) exercise or seek to exercise any rights
or remedies with respect to any Collateral, (ii) institute any action or
proceeding with respect to such rights or remedies, including, without
limitation, any action of foreclosure, contest, protest or objection to any
foreclosure proceeding or action brought by the Lenders and/or the Agent on
behalf of the Lenders, or any other exercise by the Lenders and/or the Agent on
behalf of the Lenders, of any rights and remedies relating to the Collateral
under the Lender Agreements or otherwise, or any release of any or all of the
Collateral for any purpose, (iii) object to the forbearance by the Lenders
and/or the Agent from bringing or pursuing any foreclosure proceeding or action
of any other exercise of any rights or remedies relating to the Collateral, (iv)
seek or request, or take action or file any motion with respect to, adequate
protection or any similar right or remedy relating to the Collateral in an
insolvency proceeding, or (v) contest any request by the Lenders and/or the
Agent with respect to adequate protection or any similar right or remedy
relating to the Collateral in an insolvency proceeding.
Section 5. Collateral. All Collateral and all Lender
Agreements shall be held by the Agent or any Lender, as the case may be, in its
name, and the Participant shall have no interest in (i) any property taken as
collateral security for any Loan made to the Borrowers by the Agent or any
Lender or (ii) any property now or hereafter in the possession or control of the
Agent or any Lender which may be or become collateral security for any Loan by
reason of (a) the general description contained in any general loan agreement or
note or security agreement or other collateral document held by the Agent or any
Lender or (b) any right of setoff, counterclaim, banker's lien or otherwise.
Section 6. Delivery of Documents and Information. Unless
prohibited from doing so by the Credit Agreement, as may be amended, or any
other Lender Agreement, the Agent will furnish to the Participant, upon request,
a copy of each material document, certificate, report and financial statement
which the Agent shall receive from time to time pursuant to the Credit
Agreement, as may be amended. The Agent will use reasonable efforts to advise
the Participant of (a) the existence of a Default or Event of Default, (b) any
acceleration of any Lender Obligations, (c) the Steamboat Sale, and (d) any
material factual information which relates to the Steamboat Sale or which has a
material effect on the creditworthiness or operations of the Borrowers;
provided, however, that the Agent shall have no obligation to disclose to the
Participant any confidential information which the Agent is prohibited from
disclosing pursuant to the Credit Agreement, as may be amended, or any other
Lender Agreement until the Agent shall have received any required consent of the
Borrowers. Failure of the Agent to provide any such information referred to in
clauses (a) through (d) above shall not result in any liability to the Agent.
Section 7. Payments on Account of Participated Advances. Each
of the Agent and the Lenders shall apply any and all amounts received from any
of the Borrowers or from proceeds of any Collateral in accordance with Section
3, with any and all payments payable to the Participant to be made to it at the
account specified in Part B of Schedule A hereto. In the event that any payment
or distribution of assets of the Borrowers, whether in cash, property or
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securities shall be received by the Participant otherwise than in accordance
with the priorities set forth in Section 3, such payment or distribution shall
be held in trust for the benefit of the Agent and the Lenders and shall be
immediately paid over or delivered to the Agent, on behalf of the Lenders, for
disposition in accordance herewith.
Section 8. Limitation of Liability. (a) The Agent and the
Lenders shall not be liable to the Participant for any error in judgment or for
any action taken or omitted to be taken by the Agent or any Lender in good
faith. Without limiting the foregoing, the Agent and each Lender may rely upon
the advice of counsel or other professionals concerning legal or other matters
and upon any written document believed by it to be genuine and correct and to
have signed or sent by the proper and duly authorized Person or Persons.
(b) Neither the Agent nor any Lender shall be required to make
any inquiry concerning the Borrowers' or any other Person's obligations to the
Agent or the Lenders under the Credit Agreement, as may be amended, any Note or
any of the other Lender Agreements or to inspect the properties or books and
records of the Borrowers or any such other Person.
(c) Neither the Agent nor any Lender makes any representation
or warranty or assumes any responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit
Agreement, as may be amended, or any other Lender Agreement, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Credit Agreement, as may be amended, any Note, any other Lender Agreement or any
other instrument or document furnished pursuant thereto, (iii) the financial
condition of the Borrowers or any party to any Lender Agreement or (iv) the
performance of the Borrowers' obligations under the Credit Agreement, as may be
amended, any Note and any Lender Agreement or the obligations of any other party
to any Lender Agreement.
(d) Except as provided in Section 4, neither the Agent nor any
Lender shall be under any duty to file or record any documents relating to any
Collateral or to maintain any such filings or recordings.
(e) Except as provided in Section 6, neither the Agent nor any
Lender shall have any duty or responsibility to provide the Participant with any
credit or other information concerning the affairs, financial condition or
business of the Borrowers or any parties to any other Lender Agreements which
may come into the possession of the Agent or any Lender, or any of their
affiliates.
Section 9. Transferability. Participant acknowledges that each
Lender may assign or sell participations or other interests in the Loans, other
than the Participated Advances, to others. Participant hereby agrees that it
will not sell, assign, convey or otherwise dispose of, or create or permit to
exist any lien or other security interest upon all or any part of its junior and
subordinated participating interest without the consent of the Agent and the
Lenders which consent shall not be unreasonably withheld. Notwithstanding
anything to the contrary in the preceding sentence, Participant shall be
permitted to sell or assign its participating interest to any affiliate of
Participant; provided, that such affiliate agrees to become a party to this
Agreement and shall have all the rights and obligations of Participant
hereunder.
Section 10. Representations and Agreements by Participant. The
Participant hereby represents and warrants that (a) it has entered into this
Participation Agreement on the basis of its own credit evaluation of, or
independent commercial relationship with, the Borrowers, based on such documents
and information as the Participant has deemed appropriate, independently and
without reliance upon any Lender or the Agent and (b) it will continue to make,
independently and without reliance upon any Lender or the Agent, and based on
such documents and information as it deems appropriate, its own appraisal of and
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investigation into the financial condition, creditworthiness, affairs, status
and nature of the Borrowers and any party to any other Lender Agreements and its
own decision to take actions under this Participation Agreement.
Section 11. Assignment. After the indefeasible payment in full
in cash of all Lender Obligations (other than with respect to the Participated
Advances) and the termination of all obligations of the Lenders to make
Revolving Credit Advances, the Swing Line Lender to make Swing Line Loans and
the obligation of the Issuing Bank to issue, extend or renew Letters of Credit,
each of the Agent and the Lenders shall, without representation, warranty or
recourse of any kind and at the sole cost and expense of the Participant and to
the extent that such assignment is not prohibited by applicable law or court
order, (i) assign to the Participant all Liens on and other interests in the
Collateral and all of its rights with respect thereto and all of its rights,
title and interest under the Lender Agreements, and (ii) in connection with such
assignment, execute all such documents and take such other action as the
Participant may reasonably request to obtain the benefits intended to be
conferred by such assignment; provided, however, upon such assignment (x)
nothing herein or in the Credit Agreement, as amended by the Fifth Amendment,
shall be deemed to result in, the Cerberus Purchase Agreement, the 10.5%
Repriced Convertible Exchangeable Preferred Stock, The Series A Certificate of
Designation or any other agreement or instrument evidencing the Cerberus
Investment being a Lender Agreement and the obligations arising thereunder shall
not be deemed Lender Obligations, and (y) no Collateral, shall by reason of any
such documents, secure the obligations of any Borrower with respect to the
Cerberus Investment.
Section 12. Miscellaneous.
(a) Notices. All notices, requests and demands under this
Participation Agreement to be effective shall be in writing (or by telex, fax or
similar electronic transfer confirmed in writing) and shall be deemed to have
been duly given or made when delivered by hand, or three Business Days after
being deposited in the mail, postage prepaid, or if by telex, fax or similar
electronic transfer, when sent and receipt has been confirmed, addressed to any
Lender, the Agent or the Participant at its address or transmission number for
notices provided on the signature page hereto or, in the case of any Lender, as
provided in the Credit Agreement, as may be amended. The parties may change
their addresses and transmission numbers for notices by notice in the manner
provided in this paragraph.
(b) Waivers and Amendments; Successors and Assigns. None of
the terms or provisions of this Participation Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
each Lender, the Agent and the Participant. This Participation Agreement shall
be binding upon and inure to the benefit of each parties' successors and
assigns.
(c) GOVERNING LAW. THIS PARTICIPATION AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS PARTICIPATION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS.
(d) Integration. This Participation Agreement constitutes the
entire understanding of the parties hereto with respect to the transactions
contemplated hereby.
(e) Counterparts. This Participation Agreement may be executed
by the parties hereto in any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
(f) Continuing Agreement. This agreement is a continuing
agreement and shall remain in full force and effect until the earlier of (i)
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such date upon which all of the Lender Obligations, including without limitation
the principal of and interest on the Participated Advances, shall have been
indefeasibly paid in full in cash and (ii) date on which the assignment
described in Section 11 shall have been consummated and all deliveries in
connection therewith made in accordance with such Section.
Section 13. Acknowledgement. The Borrowers hereby acknowledge
the purchase and sale of the Participated Advances pursuant to the terms of this
Participation Agreement and agree that they shall not prepay or repay the Loans
in any way that would result in a violation of Section 3.
IN WITNESS WHEREOF, the parties hereto have caused this
Participation Agreement to be executed by their respective duly authorized
officers.
▇▇▇▇▇▇▇▇▇ L.L.C.
By:___________________________________
Title:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇
Attention: _______________
Tel. no.: ________________
Fax no.: ________________
FLEET NATIONAL BANK (successor in
interest to BankBoston, N.A.), as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Title: Vice President
FLEET NATIONAL BANK (successor in
interest to BankBoston, N.A.), as a
Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Title: Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By: /s/ illegible
----------------------------------
Title: Assistant Vice President
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
successor by merger to First
Security Bank, N.A., as a Lender
By: /s/ illegible
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Title: Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ illegible
------------------------------------
Title: Vice President
THE ▇▇▇▇▇▇ BANK, N.A., as a Lender
By:/s/ illegible
------------------------------------
Title: Vice President
BLACK DIAMOND CLO 1998-1 LTD., as a Lender
By: /s/ illegible
------------------------------------
Title: Vice President
BLACK DIAMOND CLO 2000-1 LTD., as a Lender
By: /s/ illegible
------------------------------------
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING, LTD.,
as a Lender
By: /s/ illegible
------------------------------------
Title: Director
By:___________________________________
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO,
as a Lender
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers, L.P.,
as Investment Advisor
By: /s/ illegible
------------------------------------
Title: Director
DEBT STRATEGIES FUND, INC., as a Lender
By: /s/ illegible
------------------------------------
Title: Director
CAPTIVA II FINANCE LTD., as a Lender
By:___________________________________
Title:
KZH-PAMCO LLC, as a Lender
By:
------------------------------------
Title: Authorized Agent
KZH HIGHLAND-2 LLC, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇
------------------------------------
Title: Authorized Agent
▇▇▇ CAPITAL FUNDING L.P., as a Lender
By: Highland Capital Management, L.P.,
as Collateral Manager
By:___________________________________
Title:
PAMCO CAYMAN, LTD., as a Lender
By: Highland Capital Management, L.P.,
as Collateral Manager
By:___________________________________
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST,
as a Lender
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: Executive Director
GLENEAGLES TRADING LLC, as a Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Asst. Vice President
SRV-HIGHLAND, INC., as a Lender
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Title: Asst. Vice President
LONG LANE MASTER TRUST IV, as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Title: Managing Director
AGREED AND ACKNOWLEDGED:
AMERICAN SKIING COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
SUNDAY RIVER SKIWAY CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
SUNDAY RIVER LTD.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
PERFECT TURN, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
SUNDAY RIVER TRANSPORTATION INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
L.B.O. HOLDING, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
SUGARBUSH RESORT HOLDINGS, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
SUGARBUSH LEASING COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
S-K-I, LTD.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
KILLINGTON, LTD.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
MOUNT SNOW LTD.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
PICO SKI AREA MANAGEMENT COMPANY
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
RESORT SOFTWARE SERVICES, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
KILLINGTON RESTAURANTS, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
DOVER RESTAURANTS, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
SUGARLOAF MOUNTAIN CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
MOUNTAINSIDE
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
ASC UTAH
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
STEAMBOAT SKI & RESORT CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
HEAVENLY SKI & RESORT CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
HEAVENLY CORPORATION
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO
HEAVENLY VALLEY, LIMITED PARTNERSHIP
By: Heavenly Corporation, its general partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President and CFO