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EXHIBIT 4.2
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SUPPLEMENTAL INDENTURE
NO. 1
TO
INDENTURE DATED AS OF MARCH 18, 1997
RE:
UP TO $200,000,000 12 1/2% SENIOR NOTES DUE 2007
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This SUPPLEMENTAL INDENTURE NO. 1 to INDENTURE (the
"Supplemental Indenture") is entered into among Booth Creek Ski Holdings, Inc.,
a Delaware corporation (the "Company"), Trimont Land Company, a California
corporation, Sierra-at-Tahoe, Inc., a Delaware corporation, Bear Mountain,
Inc., a Delaware corporation, Waterville Valley Ski Resort, Inc., a Delaware
corporation, Mount Cranmore Ski Resort, Inc., a Delaware corporation, Booth
Creek Ski Acquisition Corp., a Delaware corporation, Ski Lifts, Inc., a
Washington corporation, Grand Targhee Incorporated, a Delaware corporation, B-V
Corporation, a Wyoming corporation, Targhee Company, a Delaware corporation,
and Targhee Ski Corp., a Delaware corporation (collectively, the "Guarantors"),
and Marine Midland Bank, a New York banking corporation and trust company (the
"Trustee").
RECITALS
WHEREAS, the Company, the Guarantors and the Trustee have
entered into that certain Indenture dated as of March 18, 1997 (the "Original
Indenture") providing for the issuance and delivery by the Company of its 12
1/2% Senior Notes due 2007; and
WHEREAS, pursuant to Section 8.01(4) of the Original
Indenture, the Company, the Guarantors and the Trustee wish to cure and correct
certain terms and provisions of the Original Indenture which are defective as
hereinafter set forth. Terms used herein and not otherwise defined shall have
the same meanings as specified in the Original Indenture.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. CURE AND CORRECTION TO ORIGINAL INDENTURE.
1.1 Section 2.01 of the Original Indenture. Section 2.01
of the Original Indenture is hereby cured and corrected by deleting the
reference to "April 22, 1997" therein and inserting "April 25, 1997" in lieu
thereof.
Section 2. MISCELLANEOUS.
2.1 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.
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2.2 Confirmation of the Original Indenture. Except as
amended hereby, the Original Indenture shall remain in full force and effect
and is hereby ratified and confirmed in all respects.
2.3 Multiple Counterparts. The parties may sign multiple
counterparts of this Supplemental Indenture. Each signed counterpart shall be
deemed an original, but all of them together represent one and the same
agreement.
2.4 Separability. Each provision of this Supplemental
Indenture shall be considered separable and if for any reason any provision
which is not essential to the effectuation of the basic purpose of this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
2.5 Headings. The captions of the various section
headings of this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.
2.6 The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company and the Guarantors.
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IN WITNESS WHEREOF, the parties hereto caused this
Supplemental Indenture to be duly executed as of this 25th day of April, 1997.
BOOTH CREEK SKI HOLDINGS, INC.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BEAR MOUNTAIN, INC.
WATERVILLE VALLEY SKI RESORT, INC.
MOUNT CRANMORE SKI RESORT, INC.
BOOTH CREEK SKI ACQUISITION CORP.
SKI LIFTS, INC.
GRAND TARGHEE INCORPORATED
B-V CORPORATION
TARGHEE COMPANY
TARGHEE SKI CORP.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Chief Financial Officer
MARINE MIDLAND BANK, as Trustee
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
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