AMERICAN SKIING CO /ME
FIFTH AMENDMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>form10q2qexh02.txt
<DESCRIPTION>FIFTH AMENDMENT
<TEXT>
                             FIFTH AMENDMENT TO THE
              AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT

                  FIFTH AMENDMENT dated as of January 14, 2002 (this
"Amendment") with respect to the Amended, Restated and Consolidated Credit
Agreement dated as of October 12, 1999, (as amended, the "Credit Agreement") by
and among American Skiing Company ("American Skiing") and the other borrowers
party thereto (collectively, the "Borrowers"), the lenders party thereto (the
"Lenders") and Fleet National Bank, N.A. (formerly known as BankBoston, N.A.),
as agent (the "Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
made Loans and other financial accommodations to the Borrowers which remain
outstanding; and

                  WHEREAS, the Borrowers have requested that the Agent and the
Lenders amend the Credit Agreement as set forth herein, and the Agent and the
Lenders are willing to do so, but only on the terms and conditions set forth
herein;

                  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:

                                    ARTICLE I
                                   DEFINITIONS

                  Section 1.1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein have the meanings assigned in the Credit Agreement
(as amended by this Amendment) and the following terms shall have the following
meanings:

                   "Closing Date": the first date on which the conditions
         precedent specified in Article IV of this Amendment shall have been
         satisfied or the satisfaction thereof shall have been waived in
         accordance with the terms hereof.


                    "Participant": shall have the meaning set forth in Section
          4.1.

                    "Participated Advance Fee": shall have the meaning set forth
          in Section 6.2(b).


                                   ARTICLE II
                                   AMENDMENTS

                  Section 2.1. Amendments to Section 1.1 (Definitions). (a)
Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the
definition of Existing Revolving Credit Advances, and (ii) inserting the
following definitions in their proper alphabetical order:

                  "Existing Revolving Credit Advances" shall mean all Revolving
         Credit Advances, other than the Additional Revolving Credit Advances
         and the Participated Advances.


<PAGE>

                  "Fifth Amendment" shall mean the Fifth Amendment, dated as of
         January 14, 2002, to the Agreement, dated as of October 12, 1999 as
         amended by the First, Second, Third and Fourth Amendment, executed and
         delivered by the parties to such Agreement.

                  "Participated Advances" shall mean those certain Revolving
         Credit Advances made on a non-revolving basis on the Closing Date (as
         defined in the Fifth Amendment) by the Revolving Credit Lenders to the
         Borrowers pursuant to this Agreement as amended by the Fifth Amendment
         in an aggregate amount not to exceed $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.

                  "Steamboat Sale" shall mean any and all amounts received by
         the Borrowers or any of their direct or indirect Subsidiaries or from
         any proceeds of any sale or other disposition of, or realization on,
         any of the assets or capital stock, of any of the Steamboat
         Subsidiaries.

                  Section 2.2. Amendment to Section 2.1 (The Revolving Credit).
Section 2.1(b) of the Credit Agreement is hereby amended by (i) deleting the
period at the end thereof, and (ii) inserting a new proviso in lieu thereof, as
follows:

         "; and provided, further however, that the Additional Revolving Credit
         Advances and the Participated Advances shall be made on a non-revolving
         basis and may not be reborrowed."

                  Section 2.3. Amendment to Section 2.3 (Interest on Revolving
Credit Advances). Section 2.3 is hereby amended by deleting the last sentence
thereof and inserting in lieu thereof the following sentence:

          "Notwithstanding anything to the contrary contained in this Section
          2.3 or elsewhere in this Agreement, the Borrowers, jointly and
          severally, shall pay interest on the unpaid balance of (i) the
          Additional Revolving Credit Advances from time to time outstanding at
          a per annum rate equal to 12.0%, (ii) the Participated Advances from
          time to time outstanding at a per annum rate equal to 17.5%, and (iii)
          until such time as the Borrowers shall have consummated the Optional
          Prepayment, the Borrowers, jointly and severally, shall pay interest
          on the unpaid balance of the Existing Revolving Credit Advances from
          time to time outstanding at the following rates: (a) during the period
          from the Effective Date through December 31, 2001, the Base Rate plus
          3.00%, (b) during the period from January 1, 2002 through April 30,
          2002, the Base Rate plus 3.75%, and (c) thereafter the Base Rate plus
          4.25%.".

                  Section 2.4. Amendment to Section 4.1 (Mandatory Repayments
and Prepayments). Sections 4.1(d) and (e) of the Credit Agreement are hereby
amended as follows:

                  "(d) Notwithstanding anything to the contrary contained in
         this Section 4.1 or elsewhere in this Agreement, (i) (A) $50,000,000 in
         proceeds from the Optional Prepayment (to the extent unrelated to a
         Steamboat Sale) shall be applied first, pro rata to prepay the
         outstanding Additional Revolving Credit Advances in full (together with
         all accrued and unpaid interest thereon), second, pro rata to prepay
         the Existing Revolving Credit Advances (together with all accrued and
         unpaid interest thereon), whereupon the Maximum Revolving Credit Amount
         shall be reduced by an amount equal to the amount of principal so
         prepaid and (B) all remaining proceeds from the Optional Prepayment (to
         the extent unrelated to a Steamboat Sale) shall be applied first, pro
         rata to the Term Loans, in inverse order of maturity (together with all
         accrued and unpaid interest thereon), second, pro rata to prepay any
         remaining outstanding Additional Revolving Credit Advances in full
         (together with all accrued and unpaid interest thereon), third, to pay


                                       2
<PAGE>

         all other Lender Obligations (other than with respect to the
         Participated Advances) that are then due and, fourth pro rata to prepay
         the Participated Advances (together with all accrued and unpaid
         interest thereon), and (ii) the Net Cash Proceeds of any Steamboat Sale
         (including, in the case of any Optional Prepayment) shall be applied
         first, pro rata to prepay the outstanding Additional Revolving Credit
         Advances in full (together with all accrued and unpaid interest
         thereon), second, pro rata, to prepay the outstanding Participated
         Advances in full (together with all accrued and unpaid interest
         thereon), and thereafter, according to the priority set forth in
         Section 4.1(c)(v).

                  (e) Except as set forth in Section 4.1(d), mandatory
         repayments and prepayments to the Revolving Credit Advances pursuant to
         this Section 4.1 shall be applied first, to the Existing Revolving
         Credit Advances, second, to the Additional Revolving Credit Advances,
         and third, only if all such Revolving Credit Advances, the Term Loans
         and all other Lender Obligations (other than the Participated Advances)
         that are then due shall have been paid in full in cash, to the
         Participated Advances (together with all accrued and unpaid interest
         thereon).

                  Section 2.5. Amendment to Section 4.2 (Voluntary Prepayments).
Section 4.2 of the Credit Agreement is hereby amended by inserting a new Section
4.2(e) at the end thereof as follows:

                  "(e) Notwithstanding anything to the contrary contained in
         this Section 4.2 or elsewhere in this Agreement, the Borrowers may not
         voluntarily prepay the Participated Advances unless and until all
         Revolving Credit Advances, the Term Loans and all other Lender
         Obligations (other than in respect of the Participated Advances) shall
         have been paid in full in cash.".


                                   ARTICLE III
                                   AGREEMENTS

                  Section 3.1. Covenant Restrictions. The Borrowers hereby agree
that, notwithstanding anything to the contrary set forth in Section 9.1 of the
Credit Agreement or the Second Amendment, so long as any Participated Advances
shall remain outstanding, neither the Borrowers nor any Restricted Subsidiary
shall create, incur, suffer or permit to exist, or assume or guarantee, directly
or indirectly, Indebtedness permitted pursuant to Section 9.1(f) of the Credit
Agreement, except the following: (A) Capitalized Lease Obligations and
Indebtedness to purchase tangible assets (which Indebtedness may be secured by
the assets so purchased) in an aggregate amount not to exceed $15,000,000, and
(B) other unsecured Indebtedness in an amount not to exceed $15,000,000.

                  Section 3.2. Agreements Deemed Agreements under the Credit
Agreement. For purposes of the Credit Agreement, the agreements of the Borrowers
contained in this Article III shall be deemed to be, and shall be, agreements
under the Credit Agreement. Any breach on the part of the Borrowers of any
agreement contained in this Article III shall constitute an Event of Default.

                                   ARTICLE IV
                                  CLOSING DATE

                  Section 4.1 Closing Date. This Amendment shall become
effective as of the date hereof upon (a) receipt by the Agent of counterparts of
this Amendment, duly executed and delivered by the Borrowers, the Agent and the
Lenders, (b) payment by or on behalf of the Borrowers of the Participated
Advance Fee to the Person that purchases a participation interest (a
"Participant") in the Participated Advances, (c) receipt by the Agent of a
certificate from a duly authorized officer of the Borrowers certifying that (i)
no Event of Default has occurred or is continuing as at the Closing Date, (ii)
all representations and warranties set forth in any Lender Agreement are true
and correct, as if made on and as of the Closing Date (except as to
representations and warranties made as of a certain date, which shall be true


                                       3
<PAGE>

and correct as of such date), and (iii) all necessary approvals, consents and
authorizations of any Person required with respect to the transactions
contemplated hereby have been obtained, and (d) receipt by the Agent of a legal
opinion from counsel to the Borrowers as to such matters as the Agent reasonably
requested in form and substance satisfactory to the Agent and each Participant.

                                    ARTICLE V
                                 INTERPRETATION

                  Section 5.1. Continuing Effect of the Credit Agreement. The
Borrowers, the Agent and each Lender hereby acknowledges and agrees that the
Credit Agreement shall continue to be and shall remain unchanged and in full
force and effect in accordance with its terms, except as expressly modified
hereby.

                  Section 5.2. No Waiver. Nothing contained in this Amendment
shall be construed or interpreted or is intended as a waiver of any Default or
Event of Default or of any rights, powers, privileges or remedies that the Agent
or the Lenders have or may have under the Credit Agreement, any other related
document or applicable law on account of such Default or Event of Default.

                                   ARTICLE VI
                                  MISCELLANEOUS

                  Section 6.1. Representations and Warranties. The Borrowers
hereby represent and warrant as of the date hereof that, after giving effect to
this Amendment, (a) no Default or Event of Default has occurred and is
continuing, and (b) all representations and warranties of the Borrowers
contained in the Credit Agreement are true and correct in all material respects
with the same effect as if made on and as of such date.

                  Section 6.2. Payment of Fees and Expenses. (a) The Borrowers
hereby agree to pay or reimburse the Agent on demand for all its reasonable
out-of-pocket costs and expenses incurred in connection with the preparation and
execution of this Amendment, including, without limitation, the reasonable fees
and disbursements of counsel to the Agent. In furtherance of the provisions of
this Section 6.2 and Section 14.5 of the Credit Agreement, the Borrowers hereby
agree that the Agent shall be entitled, upon one Business Day's written notice
to the Borrowers, to debit any operating account of any Borrower to collect
costs and expenses to which the Agent is entitled pursuant to this Section 6.2
and Section 14.5 of the Credit Agreement. Any such written notice shall identify
the operating account to be debited. Additionally, the Borrowers hereby agree to
pay or reimburse the Participant for reasonable fees and expenses (including the
reasonable fees and disbursements of counsel) of the Participant in an aggregate
amount not to exceed $25,000.

                  (b) The Borrowers shall pay to the Participants on a pro rata
basis, a fee in the amount of $288,000, payable on the Closing Date (the
"Participated Advance Fee").

                  Section 6.3. Counterparts. This Amendment 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.

                  Section 6.4. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF
MASSACHUSETTS.



                                       4
<PAGE>

                  Section 6.5. Reservation of Rights. Notwithstanding anything
contained in this Amendment, the Borrowers acknowledge that the Agent and the
Lenders do not waive, and expressly reserve, the right to exercise, at any time,
any and all of their rights and remedies under the Credit Agreement, any other
related document and applicable law on account of any Default or Event of
Default.

                  Section 6.6. Confirmation of Indebtedness. The Borrowers
hereby confirm and acknowledge that, as of the Closing Date, (i) the Borrowers
are truly and justly indebted to the Lenders, without defense, counterclaim or
offset of any kind and (ii) the Borrowers are liable to the Lenders in respect
of Loans and Letters of Credit in the aggregate principal amount of
$130,587,385.

                  Section 6.7. Waiver. The Borrowers hereby release, waive, and
forever relinquish all claims, demands, obligations, liabilities and causes of
action of whatever kind or nature, whether known or unknown, which any of them
have, may have, or might assert at the time of execution of this Amendment or in
the future against the Agent, the Lenders and/or their respective parents,
affiliates, participants, officers, directors, employees, agents, attorneys,
accountants, consultants, successors and assigns (collectively, the "Lender
Group"), directly or indirectly, which occurred, existed, was taken, permitted
or begun prior to the execution of this Amendment, arising out of, based upon,
or in any manner connected with (i) any transaction, event, circumstance,
action, failure to act or occurrence of any sort or type, whether known or
unknown, with respect to the Credit Agreement, any other Lender Agreement and/or
the administration thereof or the obligations created thereby; (ii) any
discussions, commitments, negotiations, conversations or communications with
respect to the refinancing, restructuring or collection of any obligations
related to the Credit Agreement, any other Lender Agreement and/or the
administration thereof or the obligations created thereby, or (iii) any matter
related to the foregoing; provided, however, that the provisions of this Section
6.7 shall not apply to any such matters of which the Borrowers are presently
unaware and which constitute or result from the gross negligence and/or willful
misconduct of any member of the Lender Group.





                                       5
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the date first above written.


                                  AMERICAN SKIING COMPANY


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  SUNDAY RIVER SKIWAY CORPORATION


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  SUNDAY RIVER LTD.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  PERFECT TURN, INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  SUNDAY RIVER TRANSPORTATION INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  L.B.O. HOLDING, INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  SUGARBUSH RESORT HOLDINGS, INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO




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<PAGE>

                                  SUGARBUSH LEASING COMPANY


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO



                                  S-K-I, LTD.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  KILLINGTON, LTD.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO



                                  MOUNT SNOW LTD.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  PICO SKI AREA MANAGEMENT COMPANY


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  RESORT SOFTWARE SERVICES, INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO



                                  KILLINGTON RESTAURANTS, INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                       7
<PAGE>

                                  DOVER RESTAURANTS, INC.


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  SUGARLOAF MOUNTAIN CORPORATION


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  MOUNTAINSIDE


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  ASC UTAH


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO


                                  STEAMBOAT SKI & RESORT CORPORATION


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO




                                       8
<PAGE>


                                  HEAVENLY  SKI & RESORT CORPORATION


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO



                                  HEAVENLY CORPORATION


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO



                                  HEAVENLY VALLEY, LIMITED  PARTNERSHIP

                                  By:  Heavenly Corporation, its general partner


                                  By:/s/ Mark J. Miller
                                     -----------------------------------
                                     Title: Senior Vice President and CFO



                                       9
<PAGE>


                                  FLEET NATIONAL BANK (successor in interest to
                                        BankBoston, N.A.), as Agent


                                  By: /s/ Daniel Butler
                                     -------------------------------------
                                     Title:


                                  FLEET NATIONAL BANK (successor in interest to
                                     BankBoston, N.A.), as a Lender

                                  By: /s/ Daniel Butler
                                     -------------------------------------
                                     Title:


                                  WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                    as a Lender


                                 By: /s/ illegible
                                    ---------------------------------------
                                     Title: AVP


                                  WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                    successor by merger to First
                                    Security Bank, N.A., as a Lender


                                 By: /s/ illegible
                                    ---------------------------------------
                                     Title: AVP




                                 U.S. BANK NATIONAL ASSOCIATION, as a Lender


                                 By: /s/ illegible
                                    --------------------------------------
                                     Title: Vice President




                                       10
<PAGE>


                                 THE HOWARD BANK, N.A., as a Lender



                                 By: /s/ illegible
                                    --------------------------------------
                                     Title: Vice President

                                 BLACK DIAMOND CLO 1998-1 LTD., as a Lender


                                 By: /s/ illegilbe
                                    --------------------------------------
                                     Title: Director


                                 BLACK DIAMOND CLO 2000-1 LTD., as a Lender


                                 By: /s/ illegilbe
                                    --------------------------------------
                                     Title: Director


                                 BLACK DIAMOND INTERNATIONAL FUNDING, LTD., as a
                                   Lender

                                 By: /s/ illegilbe
                                    --------------------------------------
                                     Title: Director



                                 By:___________________________________
                                     Title:


                                       11
<PAGE>


                                 MERRILL LYNCH PRIME RATE PORTFOLIO,
                                   as a Lender

                                 By:  Merrill Lynch Asset Management, L.P.,
                                   as Investment Advisor


                                 By: /s/ illegible
                                    ---------------------------------------
                                     Title:


                                 DEBT STRATEGIES FUND, INC., as a Lender


                                 By: /s/ illegible
                                    ---------------------------------------
                                     Title:


                                 CAPTIVA II FINANCE LTD., as a Lender



                                 By:___________________________________
                                     Title:


                                 KZH-PAMCO LLC, as a Lender



                                 By: /s/ Susan Lee
                                    --------------------------------------
                                     Title: Authorized Agent



                                 KZH HIGHLAND-2 LLC, as a Lender



                                 By: /s/ Susan Lee
                                    --------------------------------------
                                     Title: Authorized Agent



                                       12
<PAGE>

                                 PAM 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:


                                 VAN KAMPEN PRIME RATE INCOME TRUST, as a Lender

                                 By:  Van Kampen Investment Advisory Corp.


                                 By: /s/ Darvin D. Pierce
                                    --------------------------------------
                                     Title: Executive Director




                                       13
<PAGE>


                                 GLENEAGLES TRADING LLC, as a Lender


                                 By: /s/ Ann E. Morris
                                    --------------------------------------
                                     Title: Assitant Vice President

                                 SRV-HIGHLAND, INC., as a Lender


                                 By: /s/ Ann E. Morris
                                    --------------------------------------
                                     Title: Assitant Vice President


                                       14
<PAGE>





                                 LONG LANE MASTER TRUST IV, as a Lender



                                 By: /s/ Kevin Kearns
                                    --------------------------------------
                                     Title: Managing Director





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