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EXHIBIT 10.18
EXECUTION COPY
AMENDMENT NO. 1
TO CREDIT AGREEMENT
AS AMENDED AND RESTATED
As of June 15, 1997
BOOTH CREEK SKI HOLDINGS, INC., a Delaware corporation (together with its
successors and assigns, "BCS Holdings"), BOOTH CREEK SKI ACQUISITION CORP., a
Delaware corporation (together with its successors and assigns, "BCS
Acquisition"), TRIMONT LAND COMPANY, a California corporation (together with its
successors and assigns, "Northstar-at-Tahoe"), SIERRA-AT-TAHOE, INC., a Delaware
corporation (together with its successors and assigns, "Sierra-at-Tahoe"), BEAR
MOUNTAIN, INC., a Delaware corporation (together with its successors and
assigns, "Bear Mountain"), WATERVILLE VALLEY SKI RESORT, INC., a Delaware
corporation (together with its successors and assigns, "Waterville"), MOUNT
CRANMORE SKI RESORT, INC., a Delaware corporation (together with its successors
and assigns, "Cranmore"), SKI LIFTS, INC., a Washington corporation (together
with its successors and assigns, "Ski Lifts"), GRAND TARGHEE INCORPORATED, a
Delaware corporation (together with its successors and assigns, "Grand Targhee,"
and together with BCS Holdings, BCS Acquisition, Northstar-at-Tahoe,
Sierra-at-Tahoe, Bear Mountain, Waterville, Cranmore and Ski Lifts, the
"Borrowers," and each a "Borrower"), BANKBOSTON, N.A. (f/k/a The First National
Bank of Boston), a national banking association (together with its successors
and assigns, "BankBoston"), any other Lenders from time to time party hereto,
and BankBoston, as agent for itself and the other Lenders (the "Agent") hereby
agree as follows:
1. Reference to Credit Agreement; Definitions. Reference is made to the
Credit Agreement dated as of December 3, 1996, as amended and restated as of
March 18, 1997, as in effect on the date hereof (the "Credit Agreement"), among
the Borrowers, BankBoston and the Agent. The Credit Agreement as amended by this
Amendment is referred to herein as the "Amended Credit Agreement." Terms defined
in the Amended Credit Agreement and not otherwise defined herein are used herein
with the meanings so defined.
2. Amendments to the Credit Agreement. Subject to all the terms and
conditions hereof, effective as of the date hereof, the Credit Agreement is
hereby amended as set forth herein.
2.1. Amendment to Preamble. The portion of the Preamble of the Credit
Agreement from and after the phrase "THE FIRST NATIONAL BANK OF BOSTON" is
hereby amended to read in its entirety as follows:
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"BANKBOSTON, N.A. (f/k/a The First National Bank of Boston), a national
banking association (together with its successors and assigns, "FNBB"),
any other Lenders from time to time party hereto, and FNBB, as Agent for
itself and the other Lenders, hereby agree as follows:"
2.2 Amendment to Section 2. Section 2 of the Credit Agreement is
hereby amended by redefining the terms below so that they read in their
entirety as follows:
" "Agent" means BankBoston, N.A. (f/k/a The First National Bank of
Boston), a national banking association, in its capacity as agent for
the Lenders hereunder, as well as its successors and assigns in such
capacity pursuant to Section 11.7."
" "Cash Flow Adjustment" means, for any four fiscal quarter period
of the Borrowers, the sum of (a) the amount of taxes based upon or
measured by income actually paid during such period, plus (b)
$3,000,000., plus(c) Distributions made pursuant to Section 7.10.2, plus
(d) Investments in DRE LLC made pursuant to Section 7.9.11."
" "Lending Officer" shall mean Xxxxxxx X. Xxxx or other officers of
the Agent from time to time designated by it to the Borrowers."
"Trailing Four Fiscal Quarter Cash Flow" means for any four
consecutive fiscal quarters ending nearest the dates set forth in the
table below the amount set forth with respect to such fiscal quarter:
FISCAL QUARTER ENDING NEAREST: AMOUNT
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April 30, 1997 The sum of Cash Flow for the quarters ending
nearest January 31, 1997 and April 30, 1997
minus $4,268,000
July 31, 1997 The sum of Cash Flow for the quarters ending
nearest January 31, 1997, April 30, 1997 and
July 31, 1997 minus $924,000
October 31, 1997 and thereafter Cash Flow for the period of four fiscal quarters
most recently completed"
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2.3. Amendment to Section 7.5.1. Section 7.5.1 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.5.1. Financing Debt to Cash Flow. At all times, the ratio of the
unpaid principal amount of Consolidated Financing Debt of the Borrowers
to Trailing Four Fiscal Quarter Cash Flow for such time shall not exceed
the amount set forth in the table below.
PERIOD MAXIMUM RATIO
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Restatement Date through May 2, 1997.................. 8.90 to 1.0
May 3, 1997 through January 30, 1998.................. 7.50 to 1.0
January 31, 1998 through January 30, 1999............. 6.75 to 1.0
January 31, 1999 and thereafter....................... 6.25 to 1.0
; provided, however that during the Designated Cleanup Period in each
fiscal year the numerator in such ratio shall be the numerator listed in
the table above minus 0.50."
2.4 Amendment to Section 7.5.2. Section 7.5.2 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.5.2. Cash Flow to Fixed Charges. On the last day of each fiscal
quarter of the Borrowers, the sum of (a) Trailing Four Fiscal Quarter
Cash Flow measured on such date minus (b) Cash Flow Adjustment for the
four fiscal quarters then ending, shall equal or exceed the percentage
of such Consolidated Fixed Charges for such period set forth in the
table below:
FISCAL QUARTERS ENDING NEAREST PERCENTAGE
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Restatement Date through April 30, 1997................... 75%
July 31, 1997 through October 31, 1997.................... 110%
January 31, 1998 through October 31, 1998................. 120%
January 31, 1999 and thereafter........................... 130%"
2.5. Amendment to Section 7.5.4. Section 7.5.4 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.5.4. Resorts Cash Flow Test. As of the date nearest April 30,
1997 on which a fiscal quarter of the Borrower ends, Resorts Cash Flow
for the two fiscal quarters then most recently ended shall equal or
exceed $15,000,000, and as of the date nearest April 30 on which a
fiscal quarter of the Borrowers ends in each fiscal year of the
Borrowers thereafter, Resorts Cash Flow for the two fiscal quarters then
most recently ended shall equal or exceed $26,000,000."
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2.6. Amendment to Section 7.16. Section 7.16 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.16. Key Employee Life Insurance. Not later than August 13, 1997,
the Borrowers shall obtain, and shall at all times thereafter maintain,
with an insurer or insurers reasonably satisfactory to the Agent, a key
employee life insurance policy on the life of Xxxxxx X. Xxxxxxx, Xx., in
an amount not less than $5,000,000, which policy shall be duly assigned
to and delivered to the Agent on behalf of the Lenders. Not later than
60 days after the hiring of a chief operating officer (or officer
serving in similar capacity) of BCS Holdings, the Borrowers shall obtain
from such insurers, and shall at all times thereafter maintain with such
insurers, a key employee life insurance policy on the life of such chief
operating officer, in an amount not less than $5,000,000, which policy
shall be duly assigned and delivered to the Agent at the time it is
obtained."
3. No Default. In order to induce the Lenders to enter into this Amendment,
and to continue to extend credit to the Borrowers under the Amended Credit
Agreement, the Borrowers represent and warrant to the Lenders, that:
(a) except for Defaults pursuant to Section 9.1.2 of the Credit
Agreement that arise from failure to observe the provisions of Sections
7.5.1, 7.5.2, 7.5.3 and 7.16 of the Credit Agreement, no Default under the
Credit Agreement now exists; and
(b) after giving effect to this Amendment no Default under the Amended
Credit Agreement shall exist.
4. Miscellaneous. Except to the extent specifically amended hereby, the
provisions of the Credit Agreement shall remain unmodified, and subject to the
conditions contained in this Amendment, the Amended Credit Agreement is hereby
confirmed as being in full force and effect. The Borrowers hereby affirm that,
after giving effect to this Amendment, the security interests contemplated by
the Credit Agreement and all other Credit Documents attach in favor of the Agent
so as to secure due and punctual performance of all Credit Obligations
contemplated by the Amended Credit Agreement.
This Amendment may be executed in any number of counterparts which together
shall constitute one instrument, shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws rules of any jurisdictions, and shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns
pursuant to Section 12 of the Amended Credit Agreement.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
BOOTH CREEK SKI HOLDINGS, INC.
BOOTH CREEK SKI ACQUISITION CORP.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BEAR MOUNTAIN, INC.
WATERVILLE VALLEY SKI RESORT, INC.
MOUNT CRANMORE SKI RESORT, INC.
SKI LIFTS, INC.
GRAND TARGHEE INCORPORATED
By: /s/ XXXXXXX X. XXXXX
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Title:
BANKBOSTON, N.A.
as Agent
By:
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Title:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
BANKBOSTON, N.A.
as Lender
By:
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Title:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
BOOTH CREEK SKI HOLDINGS, INC.
BOOTH CREEK SKI ACQUISITION CORP.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BEAR MOUNTAIN, INC.
WATERVILLE VALLEY SKI RESORT, INC.
MOUNT CRANMORE SKI RESORT, INC.
SKI LIFTS, INC.
GRAND TARGHEE INCORPORATED
By:
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Title:
BANKBOSTON, N.A.
as Agent
By: /s/ XXXXX X. XXXXXXXX
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Title: Director
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
BANKBOSTON, N.A.
as Lender
By: /s/ XXXXX X. XXXXXXXX
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Title: Director
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
