FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 18, 1999
Among
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
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
the Borrowers
and
BANKBOSTON, N.A.,
the Lender
and
BANKBOSTON, N.A.,
the Agent
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT is
entered into as of the 18th day of May, 1999 by and among 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"), LMRC HOLDING CORP.,
a Delaware corporation (together with its successors and assigns, "LMRC
Holding"), LOON MOUNTAIN RECREATION CORPORATION, a New Hampshire corporation
(together with its successors and assigns, "Loon"); LOON REALTY CORP., a New
Hampshire corporation (together with its successors and assigns, "Loon Realty,"
and together with BCS Holdings, BCS Acquisition, Northstar-at-Tahoe,
Sierra-at-Tahoe, Bear Mountain, Waterville, Cranmore, Ski Lifts, Grand Targhee,
LMRC Holding and Loon, the "Borrowers", and each a "Borrower"), BANKBOSTON,
N.A., a national banking association (together with its successors and assigns,
"BKB"), and BKB, as agent (the "Agent") for itself and the other Lenders, hereby
agree as follows:
Recitals
The Borrowers, BKB, as sole Lender, and the Agent are parties to an
Amended and Restated Credit Agreement dated as of October 30, 1998 (as amended,
the "Credit Agreement") and desire to amend the Credit Agreement in various
respects. All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Credit Agreement.
NOW, THEREFORE, the Borrowers, BKB and the Agent hereby agree as
follows:
Section 1. Definitions. Section 1.2 of the Credit Agreement is hereby
amended by deleting the definition of "Final Maturity Date" in its entirety and
substituting therefor the following:
"Final Maturity Date" means March 31, 2002.
Section 2. Amendment of Covenants. (a) Section 2.2.1 of the Credit
Agreement is hereby amended by deleting the first sentence thereof in its
entirety and substituting therefor the following:
"Subject to all of the terms and conditions of this Credit
Agreement and so long as no Default exists, the Agent will
issue for the account of any Borrower one or more irrevocable
standby or documentary letters of credit (the "Letters of
Credit") up to a Maximum Exposure Under Letters of Credit of
$5,000,000."
(b) Section 3.3.3 of the Credit Agreement is hereby amended by
adding the following proviso at the end of the first sentence thereof:
; provided, however, that with respect to documentary Letters
of Credit the Borrowers and the Lenders may from time to time
agree to a lesser fee reflecting the Lenders' general rate
structure for documentiary letters of credit.
Section 3. Representations and Warranties; No Default. The Borrowers
hereby confirm to the Agent and BKB, the representations and warranties of the
Borrowers set forth in Section 8 of the Credit Agreement (as amended hereby) as
of the date hereof, as if set forth herein in full. The Borrowers hereby certify
that no Default exists under the Credit Agreement.
Section 4. Miscellaneous. The Borrowers agree, jointly and severally,
to pay on demand all the Agent's reasonable expenses in preparing, executing and
delivering this First Amendment to Amended and Restated Credit Agreement, and
all related instruments and documents, including, without limitation, the
reasonable fees and out-of-pocket expenses of the Agent's special counsel,
Xxxxxxx, Procter & Xxxx LLP. This First Amendment to Amended and Restated Credit
Agreement shall be a Credit Document and shall be governed by and construed and
enforced under the laws of The Commonwealth of Massachusetts.
[End of Page]
IN WITNESS WHEREOF, the Borrowers, BKB and the Agent have caused this
First Amendment to Amended and Restated Credit Agreement to be executed by their
duly authorized officers as of the date first set forth above.
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
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
By: /s/ Xxxxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Executive Vice President
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
BANKBOSTON, N.A., as Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Director
