WAIVER
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This Waiver (this "Waiver") is entered into as of this 14th day of June,
1999, by and 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, and LOON REALTY CORP. (collectively, the "Borrowers") and
BankBoston, N.A., as a Lender and as agent for itself and other Lenders (the
"Lender").
Reference is made to the Amended and Restated Credit Agreement dated as
of October 30, 1998, by and among the Borrowers and the Lender, as amended
through the date hereof (the "Credit Agreement"). Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Credit
Agreement.
1. The Borrowers have informed the Lender that as of April 30, 1999, the
sum of (i) the Trailing Four Fiscal Quarter Cash Flow measured on such date,
minus (ii) Cash Flow Adjustment for the four fiscal quarters then ending was 90%
of the Consolidated Fixed Charges of the Borrowers for such four fiscal quarters
then ending, which is below the minimum percentage of 100% as required by
Section 7.5.2 of the Credit Agreement.
2. The Lender and the Borrowers hereby agree that for the quarter ending
July 30, 1999, the sum of (i) the Trailing Four Fiscal Quarter Cash Flow
measured on such date, minus (ii) Cash Flow Adjustment for the four fiscal
quarters shall not be less than 85% of the Consolidated Fixed Charges of the
Borrowers for such four fiscal quarters then ending, which is below the minimum
percentage of 100% as required by Section 7.5.2 of the Credit Agreement.
3. The Lender and the Borrowers hereby agree that for the quarter ending
July 30, 1999 the ratio of the unpaid principal amount of Consolidated Financing
Debt of the Borrowers to Trailing Four Fiscal Quarter Cash Flow for the quarter
then ending shall not exceed 6.75-to-1.0, which exceeds the maximum ratio of
6.5-to-1.0 for such quarter then ending as required by Section 7.5.1 of the
Credit Agreement.
4. The Lender hereby waives the covenant violation set forth under
paragraph 1 above.
5. In order to induce the Lender to enter into this Waiver, the Borrowers
hereby represent and warrant that (i) no Default or Event of Default under the
Credit Agreement exists on the date hereof after giving effect to this Waiver
and (ii) 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, with the same effect as if those
representations and warranties had been made on and as of the date hereof (it
being understood 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).
6. This Waiver 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 may be
executed in any number of counterparts and by the different parties hereto on
separate counterparts, each of which counterpart 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 in the Credit
Agreement and in any other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as modified hereby.
*The remainder of this page has been left blank intentionally*
IN WITNESS WHEREOF, each of the undersigned has caused this Waiver to be
executed under seal and delivered by its duly authorized officer 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
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
By: /s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
Executive Vice President
BANKBOSTON, N.A., as Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Director
BANKBOSTON, N.A.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Director
