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EXHIBIT 10
Execution Copy
AMENDMENT NO. 2
TO CREDIT AGREEMENT
AS AMENDED AND RESTATED
As of July 30, 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.
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2.1. Amendment to Section 1.2. Section 1.2 of the Credit Agreement is
hereby amended by deleting the following definitions in their entirety:
"Availability Step-Up Date"
"Excess Senior Unsecured Notes"
"Interest Reserve Proceeds"
"Senior Unsecured Notes Interest Account"
"Step-Down Period".
2.2. Amendment to Section 2.1.2. Section 2.1.2 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"2.1.2. Annual Clean-Up. For a period in each year from March 1
through April 30 of such year (such period being the "Designated Cleanup
Period" for such year), the Revolving Loan shall not exceed $0."
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 set forth below,
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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April 30, 1998 through January 30, 1999 7.50 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
Consolidated Fixed Charges for such period set forth in the table below:
Fiscal Quarters Ending Nearest Percentage
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April 30, 1998 through October 31, 1998 125%
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January 31, 1999 and thereafter 130%"
2.5. Amendment to Section 7.5.3. Section 7.5.3 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.5.3. At all times, Consolidated Net Worth of the Borrowers
shall be in excess of the sum of the proceeds of any equity offering by
the Borrowers plus the amounts set forth in the table below at any time
while Loans are outstanding:
Period Amount
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Restatement Date through quarter ending $29,000,000
nearest April 30, 1998
Start of quarter beginning nearest May 1, 1998 $39,000,000
through quarter ending nearest
October 31, 1998
Start of quarter beginning nearest The sum of $39,000,000
November 1, 1998 and thereafter plus 75% of Consolidated Net
Income of the Borrowers since
October 31, 1998"
2.6. 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. The Resorts Cash Flow for the
two fiscal quarters ending nearest April 30 in each of 1998 and 1999,
shall equal or exceed $22,000,000 and $22,000,000, respectively."
2.7. Amendment to Section 7.6.13. Section 7.6.13 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"7.6.13. Indebtedness in respect of the Senior Unsecured Notes,
not to exceed the sum of $116,000,000 in aggregate principal amount."
2.8. New Section 7.9.11. A new section is hereby added immediately
following Section 7.9.10 of the Credit Agreement, to read in its entirety as
follows:
"7.9.11. Investments, not to exceed $1,000,000 in aggregate
amount, (i) pursuant to the terms of the Asset Purchase Agreement dated as of
August 21, 1997, by and between Xxxxxxx Wiper III, as shareholder, BCS Holdings
and First Tracks, Inc., an Oregon corporation and (ii) consisting of the "July
Deposit" as defined therein."
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2.9. 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 October 31,
1997 the Borrowers shall obtain from, and at all times thereafter shall
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."
2.10. Amendment to Section 7.19. Section 7.19 of the Credit Agreement
is hereby amended to read in its entirety as follows:
"7.19. Cash Concentration. The Borrowers shall establish a cash
management system of accounts with the Agent (the "Cash Management
System") not later than October 31, 1997, and thereafter all the
Borrowers shall maintain such system with the Agent at all times prior to
the Final Maturity Date. The Cash Management System shall include all
accounts of the Borrowers except certain nonmaterial and trust accounts
excluded from the Cash Management System with the prior consent of the
Agent, such consent not to be unreasonably withheld. The Cash Management
System shall include an automatic weekly transfer, to accounts maintained
at the Boston Office, of all positive balances in any deposit or other
cash account included in the Cash Management System."
2.11 Deletion of Section 7.23. Section 7.23 of the Credit Agreement is
hereby deleted in its entirety.
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.
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
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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 Valid Obligations. This Amendment and the Amended Credit Agreement,
and all of the terms and provisions hereof and thereof are the legal, valid and
binding obligations of each of the Borrowers, enforceable in accordance with
their respective terms except as limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of
creditors' rights generally, and except as the remedy of specific performance
or of injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.
3.4 Governmental Approvals. The execution and delivery of this
Amendment, and the Borrowers' borrowings and performance of the transactions
contemplated hereby and by the Amended Credit Agreement, do not require any
approval or consent of, or filing or registration by any of the Borrowers with,
any governmental or other agency or authority, or any other party.
3.5. 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.
3.6. Incorporation of Representations and Warranties. The representations
of the Borrowers set forth in Section 8 of the Credit Agreement are true and
correct in all material respects on the date hereof as if made on the date
hereof (except to the extent that such representations and warranties expressly
relate to an earlier date).
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:_________________________
Title:
BANKBOSTON, N.A.,
as Agent
By: ___________________________
Title:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
BANKBOSTON, N.A.,
as Lender
By: ___________________________
Title:
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Telecopy: (000) 000-0000
[Amendment No. 2 to BCS Holdings A + R Credit Agreement]
