Exhibit 10.2
FIRST AMENDMENT AND
WAIVER
FIRST AMENDMENT AND WAIVER, dated as of March
1, 2007 (this “ Amendment ”) to the FIRST
LIEN CREDIT AGREEMENT (the “ Credit Agreement
”), dated as of November 24, 2004, among AMERICAN SKIING
COMPANY (“ ASC ”), the Subsidiary Borrowers
(collectively, the “ Borrowers ”) from time to
time party to this Agreement, the several banks and other financial
institutions from time to time parties to this Agreement (the
“ Lenders ”), CREDIT SUISSE FIRST BOSTON
(“ CSFB ”), as syndication agent for the Lenders
hereunder (in such capacity, “ Syndication Agent
”), and GENERAL ELECTRIC CAPITAL CORPORATION (“
GECC ”), as administrative agent for the Lenders
hereunder (in such capacity, the “ Administrative
Agent ”) and as Collateral Agent under the Security
Documents (as defined below) (the “ Collateral Agent
”). Capitalized terms used but not otherwise defined in
Amendment shall have the meanings set forth in the Credit Agreement
and the rules of interpretation set forth therein shall apply to
this Amendment.
W I T N E S S E T H :
WHEREAS, the
Borrowers, the Administrative Agent, the Syndication Agent and the
Lenders are parties to the Credit Agreement;
WHEREAS, pursuant
to the first lien payoff letter dated as of February 28, 2007 among
the Borrowers and the Administrative Agent (the “ First
Lien Payoff Letter ”), (i) the Term Loans will be repaid
in full immediately prior to the effectiveness of this amendment
and (ii) the Revolving Loans will be repaid in full and the
Revolving Commitments of the Lenders other than GECC will be
terminated and such Lenders will cease to be a party to the Credit
Agreement;
WHEREAS, in
accordance with the First Lien Payoff Letter, after giving
effect thereto GECC will be the sole Lender hereunder;
WHEREAS, the
Borrowers have requested that GECC retain its $10,000,000 Revolving
B Commitment under the Credit Agreement;
WHEREAS, the
Borrowers have requested that the Lenders further amend the Credit
Agreement, as more fully described herein; and
WHEREAS, the
Lenders are willing to agree to such amendment, but only upon the
terms and subject to the conditions set forth herein;
NOW THEREFORE, in
consideration of the premises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1.
Amendment to Schedule 1.1A (Commitments) . Schedule 1.1A of
the Credit Agreement is hereby replaced by deleting said schedule
in its entirety and substituting in lieu thereof the
following:
|
Lender
|
|
Revolving B Commitment
|
|
|
General Electric Capital Corporation
|
|
$
|
10,000,000
|
|
|
TOTAL:
|
|
$
|
10,000,000
|
|
2.
Amendment to Section 5.2 (Conditions to Each Extension of
Credit) . Section 5.2 of the Credit Agreement is hereby amended
by adding a new paragraph (c) at the end thereof to read in its
entirety as follows:
“(c)
Consent to Extension of
Credit. The Lenders shall have consented to such extension of
credit in their sole discretion.”
3.
Waiver to Section 7.1(a). The Borrowers’
requirement to comply with the Minimum Consolidated EBITDA covenant
pursuant to Subsection 7.1(a) of the Credit Agreement is
he
