-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GZNLnx+5wK1I9n6AJI5ecUY0Uoucr/80geg+N+v4R+Jqpuk1g79RIxZT7etn+1GB J5n5FMkJum3+nl3+/MmRhA== 0001043432-99-000090.txt : 19991018 0001043432-99-000090.hdr.sgml : 19991018 ACCESSION NUMBER: 0001043432-99-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASC EAST INC CENTRAL INDEX KEY: 0001019293 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 010503382 STATE OF INCORPORATION: ME FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-09763 FILM NUMBER: 99727123 BUSINESS ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS ROAD CITY: BETHEL STATE: ME ZIP: 04217 BUSINESS PHONE: 2078245196 MAIL ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS ROAD CITY: BETHEL STATE: ME ZIP: 04217 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SKIING CO DATE OF NAME CHANGE: 19960720 8-K 1 ASC EAST, INC. 8K 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 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. 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. EX-2.1 2 ARTICLES OF MERGER WITH PLAN OF MERGER --------------------------------- 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 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 EX-4.1 3 FOURTH SUPPLEMENTAL INDENTURE 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 ================================================================================ 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; 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. 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 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 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 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 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 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 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 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 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 EX-4.2 4 SUBSIDIARY GUARANTY 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----