Exhibit 10.1
THIRD AMENDMENT AND WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 13, 2003
Among
BOOTH CREEK SKI HOLDINGS, INC.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BOOTH CREEK SKI ACQUISITION CORP.
WATERVILLE VALLEY SKI RESORT, INC.
MOUNT CRANMORE SKI RESORT, INC.
SKI LIFTS, INC.
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.,
as Borrowers,
DRE, L.L.C.,
as Guarantor
THE LENDERS PARTY HERETO,
as Lenders
and
FLEET NATIONAL BANK,
as Agent for the Lenders
THIRD AMENDMENT AND WAIVER TO
AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Third Amendment and Waiver") is entered into as of June 13, 2003 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, "TLC"), SIERRA-AT-TAHOE, INC., a Delaware corporation
(together with its successors and assigns, "Sierra-at-Tahoe"), 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"),
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"), and LOON REALTY
CORP., a New Hampshire corporation (together with its successors and assigns,
"Loon Realty," and together with BCS Holdings, BCS Acquisition, TLC,
Sierra-at-Tahoe, Waterville, Cranmore, Ski Lifts, LMRC Holding and Loon, the
"Borrowers", and each a "Borrower"), as borrowers, DRE, L.L.C., a Delaware
limited liability company (together with its successors and assigns, the
"Guarantor"), as guarantor, the lenders from time to time party to the Credit
Agreement described below (the "Lenders"), and FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.), as agent (the "Agent") for itself and the other Lenders.
Recitals
WHEREAS, the Borrowers, the Guarantor, the Lenders and the Agent are
parties to an Amended and Restated Credit Agreement dated as of March 15, 2002
(as amended, supplemented or otherwise modified through the date of this Third
Amendment and Waiver, the "Credit Agreement").
WHEREAS, the Borrowers, the Guarantor, the Lenders and the Agent desire to
amend the Credit Agreement and grant a limited waiver to the Borrowers and the
Guarantor in connection with certain of the covenants and obligations of the
Borrowers and the Guarantors on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged and subject to the conditions to
effectiveness specified in Section 4, the Borrowers, the Guarantor, the Lenders
and the Agent hereby amend the Credit Agreement and agree as follows:
Section 1. Definitions.
(a) All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Credit Agreement.
(b) Section 1.2 of the Credit Agreement is hereby amended to add the new
definition of " "Third Amendment and Waiver" in alphabetical order, as
follows:
"Third Amendment and Waiver' means that certain Third Amendment and
Waiver to Amended and Restated Credit Agreement dated as of June 13, 2003
by and among the Borrowers, the Guarantor, the Lenders and the Agent."
Section 2. Amendments
(a) Section 5.5 of the Credit Agreement is hereby amended by deleting
paragraphs (a), (b) and (c) thereof in their entirety and substituting
therefor the following:
"(a) Minimum Consolidated Resort EBITDA. The Loan Parties and
their Subsidiaries shall earn Consolidated Resort EBITDA for any four
consecutive fiscal quarter period ending during each period set forth
below of not less than the amount set forth opposite such period:
Period Minimum Resort EBITDA
------ ------- ------ ------
May 2, 2003 through January 30, 2004 $19,000,000
---------------------------------------------------------------
January 31, 2004 through January 28, 2005 $23,500,000
---------------------------------------------------------------
January 29, 2005 and thereafter $26,500,000"
---------------------------------------------------------------
"(b) Ratio of Consolidated EBITDA to Consolidated Debt Service.
The Loan Parties and their Subsidiaries shall maintain as of the end
of each fiscal quarter for the four consecutive fiscal quarter period
ending on such date a ratio of (i) Consolidated EBITDA, less
Sustaining Capital Expenditures, less cash income taxes actually paid
during such period to (ii) Consolidated Debt Service of not less than
the ratio for each four-quarter period ending on the date or during
any period set forth below:
Period Maximum Ratio
------ ------- -----
May 2, 2003 1 to 1
---------------------------------------------------------------
May 3, 2003 through August 1, 2003 .75 to 1
---------------------------------------------------------------
August 2, 2003 through October 31, 2003 1 to 1
---------------------------------------------------------------
November 1, 2003 through January 30, 2004 1.1 to 1
---------------------------------------------------------------
January 31, 2004 through January 28, 2005 1.2 to 1
---------------------------------------------------------------
January 29, 2005 and thereafter 1.3 to 1"
---------------------------------------------------------------
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"(c) Adjusted Consolidated Leverage Ratio. The Adjusted
Consolidated Leverage Ratio of the Loan Parties at all times
shall not exceed the ratio set forth below opposite such
period:
Leverage Ratio Period Adjusted Leverage Ratio
-------- ----- ------ -------- -------- -----
Closing Date through August 1, 2003 .55:1
---------------------------------------------------------------
August 2, 2003 through October 31, 2003 .65:1
---------------------------------------------------------------
November 1, 2003 through October 29, 2004 .55:1
---------------------------------------------------------------
October 30, 2004 through October 28, 2005 .50:1
---------------------------------------------------------------
October 29, 2005 and thereafter .45:1"
---------------------------------------------------------------
(b) For purposes of calculating compliance with the financial covenants in
Sections 5.5(a) and (b) of the Credit Agreement for the Borrowers'
fiscal quarters ending February 1, 2003, May 2, 2003, August 1, 2003
and October 31, 2003, such covenants shall be calculated after giving
pro forma effect to the Bear Mountain Stock Sale and the application
of the proceeds therefrom.
Section 3. Waiver. The Lenders hereby waive any Default or Event of Default
arising as a result of the failure by the Borrowers to satisfy Sections 5.5(a)
and (b) of the Credit Agreement in effect prior to giving effect to this Third
Amendment and Waiver for the four consecutive quarter period ending May 2, 2003
or any related failure to satisfy Section 6.3 of the Credit Agreement based on
the Borrowers' financial and operating performance through May 2, 2003. This
waiver is limited as specified and shall not, except as otherwise set forth in
this Third Amendment and Waiver, constitute a modification, amendment or waiver
of any other provision of the Credit Agreement, and shall not constitute a
course of dealing between the parties.
Section 4. Effectiveness; Conditions to Effectiveness. This Third Amendment
and Waiver shall become effective upon execution and delivery hereof by the
Borrowers, the Guarantor, the Agent and the Lenders.
Section 5. Representations and Warranties; No Default. The Loan Parties
confirm to the Lenders their representations and warranties set forth in Article
6 of the Credit Agreement (after giving effect to this Third Amendment and
Waiver) (except as to transactions permitted under the Credit Agreement and
described in a Compliance Certificate previously delivered to the Agent or in
this Third Amendment and Waiver and except to the extent that any representation
or warranty expressly relates to an earlier date) as of the date hereof, as if
set forth herein in full. The Loan Parties certify that, after giving effect to
this Third Amendment and Waiver, no Default exists under the Credit Agreement.
Section 6. Miscellaneous. The Borrowers, jointly and severally, agree to
pay on demand all of the Agent's reasonable expenses in preparing, executing and
delivering this Third Amendment and Waiver, and all related instruments and
documents, including, without limitation, the reasonable fees and out-of-pocket
expenses of the Agent's special counsel, ▇▇▇▇▇▇▇ Procter LLP. This Third
Amendment and Waiver shall be a Lender Agreement and shall be governed by and
construed and enforced under the laws of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the Borrowers, the Guarantor, the Lenders and the Agent
have caused this Third Amendment and Waiver 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.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BOOTH CREEK SKI ACQUISITION CORP.
WATERVILLE VALLEY SKI RESORTS, INC.
MOUNT CRANMORE SKI RESORT, INC.
SKI LIFTS, INC.
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP., as Borrowers
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
DRE, L.L.C., as Guarantor
By: Ski Lifts, Inc., its Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
___________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
FLEET NATIONAL BANK, as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
FLEET NATIONAL BANK, as Lender
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION, as Lender
By: /s/ ▇▇▇▇▇▇ ▇. Salem
__________________________________
Name: ▇▇▇▇▇▇ ▇. Salem
Title: Vice President
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