Exhibit 10.3
WAIVER AND AMENDMENT
Reference is made to the Amended and Restated Credit Agreement dated as of
March 15, 2002 (as amended, modified, supplemented or restated through the date
hereof, the "Credit Agreement") by and among Booth Creek Ski Holdings, Inc.
("BCS Holdings"), Booth Creek Ski Acquisition Corp. ("BCS Acquisition"), Trimont
Land Company ("TLC"), Sierra-at Tahoe, Inc. ("Sierra-at-Tahoe"), Waterville
Valley Ski Resort, Inc. ("Waterville"), Mount Cranmore Ski Resort, Inc.
("Cranmore"), Ski Lifts, Inc. ("Ski Lifts"), LMRC Holding Corp. ("LMRC
Holding"), Loon Mountain Recreation Corporation ("Loon"), Loon Realty Corp.
("Loon Realty" and together with BCS Holdings, BCS Acquisition, TLC,
Sierra-at-Tahoe, Waterville, Cranmore, Ski Lifts, LMRC Holdings and Loon, the
"Borrowers"), as borrowers, DRE, L.L.C. ("DRE" and together with the Borrowers,
the "Loan Parties"), as guarantor, the Lenders from time to time parties
thereto, as lenders, and Fleet National Bank, a national banking association
(the "Agent"), as agent for the Lenders. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Credit
Agreement.
The Borrowers have informed the Lenders that the Loan Parties and their
Subsidiaries will not satisfy the requirements of Section 5.5(a) of the Credit
Agreement for the four consecutive fiscal quarter period ended January 31, 2003.
In order to induce the undersigned Lenders to enter into this Waiver and
Amendment, the Borrowers hereby represent and warrant that (a) the actual
Consolidated Resort EBITDA of the Loan Parties and their Subsidiaries for the
four consecutive fiscal quarter period ended January 31, 2003 was not less than
$21,500,000, (b) no Default or Event of Default under the Credit Agreement
exists on the date hereof after giving effect to this Waiver and Amendment and
(c) all of the representations and warranties contained in the Credit Agreement
are true and correct in all material respects as of the date hereof after giving
effect to this Waiver and Amendment, with the same effect as if those
representations and warranties had been made on and as of the date hereof
(except as to transactions permitted under the Credit Agreement and described on
a Compliance Certificate previously delivered to the Agent and except to the
extent that any representation or warranty made as of a specified date shall be
required to be true and correct in all material respects only as of such
specified date and except that all references therein to the audited financial
statements of the Loan Parties and their Subsidiaries shall refer to the most
recent audited financial statements of the Loan Parties and their Subsidiaries).
The undersigned Lenders, constituting Majority Lenders under the Credit
Agreement, hereby waive any Default or Event of Default arising as a result of
the failure by the Borrowers to satisfy Section 5.5(a) of the Credit Agreement
for the four consecutive fiscal quarter period ended January 31, 2003. The
undersigned Lenders, constituting Majority Lenders under the Credit Agreement,
also agree to hereby amend Section 2.2(c) of the Credit Agreement by adding at
the end of such provision the following language:
"; provided that the Designated Cleanup Period for 2003 shall be
a period of not less than twenty (20) consecutive days."
This Waiver and Amendment is limited as specified and shall not constitute
a modification, amendment or waiver of any other provision of the Credit
Agreement or constitute a course of dealing between the parties. This Waiver and
Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. From and after the date hereof, all
references to the Credit Agreement in the Credit Agreement and in any other
Lender Agreements shall be deemed to be references to the Credit Agreement as
modified hereby. Except as amended hereby, the Credit Agreement and the other
Lender Agreements shall remain in full force and effect in accordance with their
terms.
[Signature Page Follows]
IN WITNESS WHEREOF, the Loan Parties and the Lenders have executed this
Waiver and Amendment as of March 14, 2003.
Booth Creek Ski Holdings, INC.
Booth Creek Ski Acquisition Corp.
Trimont Land Company
Sierra-at-Tahoe, Inc.
Waterville Valley Ski Resort, Inc.
Mount Cranmore Ski Resort, Inc.
SKI LIFTS, INC.
LMRC HOLDING CORP.
Loon Mountain Recreation Corporation
Loon Realty Corp., as Borrowers
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
DRE, L.L.C., as Guarantor
By: SKI LIFTS, INC., its Manager
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
FLEET NATIONAL BANK, as Agent for the
Lenders under the Credit Agreement
and on its own behalf
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Lender
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
