THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 28, 2000
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.
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
(the Borrowers)
and
FLEET NATIONAL BANK
(the Lender)
and
FLEET NATIONAL BANK
(the Agent)
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THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Third
Amendment") is entered into as of May 28, 2000 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"), 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, LMRC Holding and Loon, the "Borrowers", and
each a "Borrower"), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national
banking association (together with its successors and assigns, "Fleet"), and
Fleet, as agent (the "Agent") for itself and the other Lenders, hereby agree as
follows:
Recitals
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1. The Borrowers and Fleet, as Lender and the Agent, are parties to an
Amended and Restated Credit Agreement dated as of October 30, 1998, as
amended by the First Amendment to the Amended and Restated Credit
Agreement dated as of May 18, 1999 and the Second Amendment to the Amended
and Restated Credit Agreement dated as of May 28, 2000 (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.
2. Booth Creek Ski Group, Inc. (the "BCS Group"), the parent company of BCS
Holdings, and its stockholders, Booth Creek Partners Limited II, L.L.L.P.,
John Hancock Life Insurance Company, CIBC WG Argosy Merchant Fund 2,
L.L.C., Hancock Mezzanine Partners L.P. and Co-Investment Merchant Fund,
LLC (collectively, the "BCS Group Stockholders"), desire to enter into the
following documents (collectively, the "Restructuring Documents"):
(a) the Second Amended and Restated Securities Purchase Agreement in
the form attached hereto as Exhibit A (the "Securities Purchase
<PAGE>
Agreement") whereby BCS Group will (i) issue New Notes (as defined in the
Securities Purchase Agreement) in consideration of the surrender and
cancellation of certain securities held by the BCS Group Stockholders and
certain other consideration and (ii) issue and sell New Common Shares (as
defined in the Securities Purchase Agreement);
(b) the Second Amended and Restated Stockholders Agreement in the
form attached hereto as Exhibit B;
(c) an Amended and Restated Management Agreement in the form attached
hereto as Exhibit C; and
(d) the First Amendment to the Pledge Agreement in the form attached
hereto as Exhibit D.
NOW, THEREFORE, for good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged and subject to the fulfillment or
waiver of those conditions set forth in Section 3 below, the Borrowers, Fleet
and the Agent hereby agree as follows:
Section 1.Consent. Based upon and subject to the satisfaction of the
Closing Conditions set forth in Section 4 herein, Fleet, as Agent and Lender,
hereby consents to the transactions contemplated by the Restructuring
Documents.
Section 2.BCS Group Reorganization Amendments.
(a) Section 1.2 of the Credit Agreement is hereby amended by adding
the following definitions in alphabetical order:
"2000 BCS Group Restructuring" shall mean the transactions
contemplated by the 2000 BCS Group Restructuring Documents.
"2000 BCS Group Restructuring Date" means May 28, 2000, the date
on which the 2000 BCS Group Restructuring is consummated.
"2000 BCS Group Restructuring Documents" shall mean (a) the
Second Amended and Restated Securities Purchase Agreement dated as of
May 28, 2000 by and among BCS Group and the holders of the common
stock of BCS Group in the form attached to the Third Amendment as
Exhibit A, (b) the Amended and Restated Stockholders Agreement dated
as of May 28, 2000 by and among BCS Group and its stockholders in the
form attached to the Third Amendment as Exhibit B, (c) the Amended
and Restated Management Agreement in the form attached to the Third
Amendment as Exhibit C, and (d) the First Amendment to Pledge
Agreement in the form attached to the Third Amendment as Exhibit D.
<PAGE>
"Third Amendment" means the Third Amendment to the Amended and
Restated Credit Agreement by and among Fleet, as Lender and Agent,
and the Borrowers, dated as of May 28, 2000
(b) Intentionally omitted.
(c) Section 9.1 of the Credit Agreement is hereby amended by deleting
Section 9.1.11 thereof in its entirety.
(d) Section 9.1.12 of the Credit Agreement is hereby amended by
deleting clause (iii) in its entirety and substituting therefore the
following:
(iii)John Hancock and its Affiliates (other than its portfolio
companies), CIBC WG Argosy Merchant Fund 2, L.L.C. and Co-Investment
Merchant Fund, LLC and their Affiliates (other than their portfolio
companies) shall cease to beneficially own (within the meaning of
Rule 13d-3 under the Exchange Act), directly or indirectly, voting
stock (or non-voting stock convertible into voting stock)
representing, in the aggregate, at least 51% of the total voting
power of all voting stock of BCS Group;
Section 3.Conditions to Closing. The Obligations of the Agent and Lenders
to enter into this Third Amendment are subject to the satisfaction of the
following conditions:
(a) 2000 Restructuring. The Borrowers shall have provided the Agent
with evidence that the 2000 Restructuring will take place simultaneously
with the execution and delivery of this Third Amendment.
(b) Representations and Warranties; No Default. The Borrowers hereby
confirm to the Agent and Fleet, 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.
(c) Payment of Fees. The Borrowers shall have paid a fee to Fleet as
Agent as provided in the letter agreement dated June 20, 2000, and shall
promptly following the execution of this Third Amendment pay the
reasonable fees and expenses of the Agent's counsel, Goodwin, Procter &
Hoar LLP, for which statements will be rendered.
(d) Legal Opinion. The Lenders shall have received from Winston &
Strawn, special counsel for the Borrowers, its opinion that (i) the 2000
BCS Group Restructuring Documents have been duly authorized, executed and
delivered and are enforceable against BCS Group; (ii) the execution,
delivery, and performance of the 2000 BCS Group Restructuring Documents do
not violate, conflict with or result in a default or the creation of a
<PAGE>
lien under the Senior Indenture or any other material agreement to which
any of the Borrowers or BCS Group is a party and (iii) this Third
Amendment has been duly authorized, executed and delivered by the
Borrowers and is enforceable against the Borrowers in accordance with its
terms.
(e) Proper Proceedings. This Third Amendment and the transactions
contemplated hereby shall have been authorized by all necessary
proceedings of each Borrower and any of their respective Affiliates party
thereto. All necessary consents, approvals and authorizations of any
governmental or administrative agency or any other Person of any of the
transactions contemplated hereby or by any other Credit Document shall
have been obtained and shall be in full force and effect.
(f) General. All legal and corporate proceedings in connection with
the transactions contemplated by this Agreement and each other Credit
Document shall be satisfactory in form and substance to the Agent, and the
Lenders shall have received copies of all documents, including records of
corporate proceedings, appraisals and opinions of counsel, which any
Lender may have reasonably requested in connection therewith, such
documents where appropriate to be certified by proper corporate or
governmental authorities.
Section 4.Representations and Warranties; No Default. The Borrowers hereby
confirm to the Agent and Fleet, the representations and warranties of the
Borrowers set forth in Section 8 of the Credit Agreement (as amended hereby)
are true and correct in all material respects as of the date hereof, as if set
forth in herein in full other than any such representations or warranties that,
by their terms, refer to a specific date, in which case the same shall be made
as of such date. The Borrowers hereby certify that no Default currently exists
under the Credit Agreement nor will the execution of the Restructuring
Documents and the consummation of the transactions contemplated by the
Restructuring Documents will result in a Default under the Credit Agreement or
the Senior Indenture.
Section 5.Miscellaneous.
(a) Governing Law. This Third 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.
(b) Continuing Effect. Except as specifically modified by the
provisions of this Third Amendment, the Credit Agreement shall remain in
full force and effect.
(c) Counterparts. This Third Amendment may be executed in one or more
counterparts, each of which will be deemed as original and all of which
together will constitute one and the same document.
<PAGE>
IN WITNESS WHEREOF, the Borrowers, Fleet and the Agent have caused this
Third 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.
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
By: /S/ Elizabeth J. Cole
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Name: Elizabeth J. Cole
Title: Executive Vice President
FLEET NATIONAL BANK
By: /S/ Carlton F. Williams
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Name: Carlton F. Williams
Title: Director
FLEET NATIONAL BANK, as Agent
By: /S/ Carlton F. Williams
---------------------------------------------
Name: Carlton F. Williams
Title: Director
