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EXHIBIT 10.20
Execution Copy
AMENDMENT NO. 3
TO CREDIT AGREEMENT
AS AMENDED AND RESTATED
As of October 27, 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 further amended and 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 Definitions. The definition of the term "Lending
Officer" is hereby amended to read in its entirety as follows:
""Lending Officer" shall mean Xxxxxxx Xxxxxxxx or other officers of
the Agent from time to time designated by it to the Borrowers."
2.2 New Definition. A new definition is added to Section 1, immediately
following the definition of the term "Ski Lifts Security Agreement", to read in
its entirety as follows:
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""Star Resorts" has the meaning provided in Section 7.9.11."
2.3 Amendment to Section 7.6. A new section is added immediately
following Section 7.6.17, to read in its entirety as follows:
"7.6.18. Indebtedness in respect of the obligations of
Northstar-at-Tahoe to Star Resorts, pursuant to the Agreement to
Purchase and Sell Units between Star Resorts and Northstar-at-Tahoe,
dated as of October 27, 1997, such obligations not to exceed in the
aggregate $700,000."
2.4. Amendment to Section 7.9. A new section is added immediately
following Section 7.9.10, to read in is entirety as follows:
"7.9.11. Investments consisting of a Promissory Note made by Star
Resorts, an Arizona limited liability company ("Star Resorts"), not
to exceed $700,000 in principal amount and the related Agreement to
Purchase and Sell Real Property between Star Resorts and
Northstar-at-Tahoe, dated as of October 27, 1997."
2.5. Amendment to Section 7.12. Section 7.12 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"7.12. Merger and Dispositions of Assets. None of the Borrowers
will become a party to any merger or consolidation, and none of the
Borrowers will sell, sell and lease back, lease, sublease or otherwise
dispose of any of its assets; provided, however, that so long as
immediately prior to and after giving effect thereto no Default exists,
the Borrowers may sell or otherwise dispose of (i) inventory in the
ordinary course of business, (ii) tangible assets to be replaced in the
ordinary course of business by other assets of substantially equal or
greater value, (iii) assets to any Borrower; (iv) assets consisting of
less than one acre of real property owned by Northstar-at-Tahoe, to be
sold to Star Resorts pursuant to the Agreement to Purchase and Sell Real
Property dated as of October 27, 1997; and (v) tangible assets either
obsolete or no longer used or useful in the business of the Borrowers;
provided, however, that the aggregate fair market value (or book value, if
greater) of the assets sold or disposed of pursuant to this clause (v)
shall not exceed $ 1,000,000 in any fiscal year."
3. Representations and Warranties. 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, each of the Borrowers represents and warrants to
the Lenders that:
3.1. Organization and Qualification. Each of the Borrowers is a
Corporation duly organized, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite Corporate
power necessary to execute and deliver this Amendment and to perform its
obligations thereunder and under the Amended Credit Agreement.
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3.2 Corporate Authority. The execution, delivery and performance of this
Amendment and the Amended Credit Agreement, and the borrowings and transactions
contemplated hereby and thereby, are within the corporate power and authority
of each of the Borrowers and have been authorized by proper corporate
proceedings, and do not and will not (a) require any consent or approval of the
stockholders of any of the Borrowers, (b) contravene any provision of the
charter documents or by-laws of any of the Borrowers or any law, rule or
regulation applicable to any of the Borrowers, (c) contravene any provision of,
or constitute an event of default or event which, but for the requirement that
time elapse or notice be given, or both, would constitute an event of default
under, any other agreement, instrument or undertaking binding on any of the
Borrowers, or (d) result in or require the imposition of any Lien on any of the
properties of any of the Borrowers.
3.3. No Default. No Default under the Credit Agreement now exists, and
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: Executive Vice President
BANKBOSTON, N.A.,
as Agent
By: /s/ Xxxxxxx Xxxxxxxx
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Title:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
BANKBOSTON, N.A.,
as Agent
By: /s/ Xxxxxxx Xxxxxxxx
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Title:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
