SECOND 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.
GRAND TARGHEE INCORPORATED
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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SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Second 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"), GRAND TARGHEE INCORPORATED, a
Delaware corporation (together with its successors and assigns, "Grand
Targhee"), 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, Grand Targhee, LMRC Holding and Loon, the "Borrowers", and each a
"Borrower"), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national banking
association organized and existing under the laws of the United States of
America (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 the 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 dated as of May 18, 1999 (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. BCS Holdings wishes to enter into an Asset Purchase Agreement
attached hereto as Exhibit A-1 by and between BCS Holdings as Seller
and GT Acquisition I, LLC ("GTA") as Buyer dated as of March 21,
2000, as amended by that certain letter agreement dated March 21,
2000 between BCS Holdings and GTA attached hereto as Exhibit A-2 and
that certain Amendment to the Asset Purchase Agreement dated May 28,
2000 and attached hereto as Exhibit A-3 (the "Targhee Asset Purchase
<PAGE>
Agreement") whereby GTA will purchase all or substantially all of the
assets currently owned by Grand Targhee and each of its subsidiaries,
Targhee Ski Corp., a Delaware corporation, Targhee Company, a
Delaware corporation, and B-V Corp., a Wyoming corporation (each a
"Grand Targhee Subsidiary" and collectively the "Grand Targhee
Subsidiaries").
3. Prior to the execution and consummation of the Targhee Asset Purchase
Agreement, Grand Targhee and BCS Holdings wish to merge Grand Targhee
and the Grand Targhee Subsidiaries with and into BCS Holdings (the
"Grand Targhee Merger").
4. In connection with the Targhee Asset Purchase Agreement, BCS Holdings
and GTA desire to enter into a Transition Services Agreement (the
"Transition Services Agreement") by and among BCS Holdings and GTA
dated as of May 28, 2000 and attached hereto as Exhibit B.
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 Sections 4 and 5 herein, the Borrowers,
Fleet and the Agent hereby agree as follows:
Section 1. Consent. Based upon and subject to the representations made in
Section 5 herein, Fleet, as Agent and Lender, hereby consents to the Grand
Targhee Merger and to the transactions contemplated by the Targhee Asset
Purchase Agreement.
Section 2. Amendment to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 1.2 of the Credit Agreement is hereby amended by
inserting after the definition of Subsidiary the following:
"Targhee Asset Purchase Agreement" means the Asset Purchase Agreement
dated as of March 21, 2000, by and among BCS Holdings as Seller and
GT Acquisition I, LLC ("GTA") as Buyer as amended by the letter
agreement dated March 21, 2000 between BCS Holdings and GTA and the
Amendment to Asset Purchase Agreement dated May 28, 2000 between BCS
Holdings and GTA.
"Targhee Transition Services Agreement" means the Transition Services
Agreement dated as of May 28, 2000, by and among BCS Holdings and GT
Acquisition I, LLC.
(b) Section 2.1.1 of the Credit Agreement is hereby amended and
restated in its entirety as follows:
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2.1.1 Revolving Loan. Subject to all of the terms and conditions of
this Agreement and so long as no Default exists, the Lenders will make loans to
the Borrowers in an aggregate principal amount not to exceed at any time
outstanding an amount (the "Maximum Amount of Revolving Credit") equal to the
sum of:
(x) the lesser of (a) the Stated Maximum or (b) such amount (in a minimum
amount of $300,000 and in integral multiples of $100,000) specified
by irrevocable notice from BCS Holdings to the Agent (such notice
reducing the Maximum Amount of Revolving Credit seven calendar days
after being given to the Agent) minus
(y) the Maximum Exposure under Letters of Credit, and minus
(z) the principal amount of any other indebtedness of any of the
Borrowers to Fleet or any of Fleet?s affiliates, including, without
limitation, indebtedness under any capitalized lease obligations and
the remaining contract balances under any operating leases.
The aggregate principal amount of the loans made pursuant to this Section 2.1.1
at any one time outstanding is referred to as the "Revolving Loan".
(c) Section 7.12 is amended by adding after the text of subparagraph
(i)(vii) the following:
(j) all or substantially all of the assets of Grand Targhee and
the Grand Targhee Subsidiaries or used in and necessary to
the operation of the Wyoming Resort, to be sold to GT
Acquisition I, LLC pursuant to the Targhee Asset Purchase
Agreement.
(d) Section 7.15 is hereby amended by adding the following to the end
of such section following the word "non-Affiliate":
; provided, however, that BCS Holdings and its Affiliates may
enter into, consummate and perform their obligations under the
Targhee Asset Purchase Agreement and the Targhee Transition
Services Agreement.
Section 3. Grand Targhee Amendments Subject to and conditioned upon the
consummation of the transactions under the Targhee Asset Purchase Agreement
including the receipt by BCS Holdings of the Purchase Price as defined in the
Targhee Asset Purchase Agreement, the Agent and Fleet will simultaneously
terminate the Grand Targhee Security Agreement, take other such reasonable
actions to release Fleet?s security interest in the assets of Grand Targhee and
the Grand Targhee Subsidiaries which are transferred to GT Acquisition I, LLC
pursuant to the Targhee Asset Purchase Agreement (including to the extent the
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same become assets of BCS Holdings prior to their transfer to GT Acquisition I,
LLC pursuant to the Targhee Asset Purchase Agreement), including filing UCC
Termination Statements, and, without further action on the part of the Agent or
Fleet, amend the Credit Agreement as follows:
(a) The Credit Agreement is hereby amended by deleting references to
"Grand Targhee Incorporated" on the cover page, in the first
paragraph and on the signature lines.
(b) Section 1.2 of the Credit Agreement is hereby amended by:
(1) deleting the definition of "Resorts" in its entirety and
substituting therefor the following:
"Resorts" means the California Resorts, the New Hampshire Resorts and
the Washington Resorts, collectively.
(2) deleting the definition of "Security Agreements" in its
entirety and substituting therefor the following:
"Security Agreements" means, collectively, the Northstar-at-Tahoe
Security Agreement, the Sierra-at-Tahoe Security Agreement, the Bear
Mountain Security Agreement, the Waterville Security Agreement, the
Cranmore Security Agreement, the Ski Lifts Security Agreement, the
LMRC Holding Security Agreement, the Loon Security Agreement, the
Loon Realty Security Agreement, the BCS Acquisition Security
Agreement, and the BCS Holdings Security Agreement.
(3) deleting the definition of "Grand Targhee Security
Agreement."
(c) Section 7.5 of the Credit Agreement is hereby amended by deleting
Section 7.5.3 thereof in its entirety.
(d) Exhibit 2.1.4 is hereby amended by:
(1) deleting at lines 11 and 12 of the first paragraph the words
"Grand Targhee Incorporated, a Delaware corporation (together
with its successors and assigns, "Grand Targhee")" and
(2) deleting the words "Grand Targhee" following "Ski Lifts," at
line 18 of the first paragraph and deleting the signature line
for Grand Targhee Incorporated.
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(e) Exhibit 5.2.1 is amended by deleting at line 6 of the first
paragraph and from the signature block, "Grand Targhee Incorporated."
(f) Exhibit 7.4.1 is amended by deleting at line 6 of the first
paragraph the words "Grand Targhee Incorporated."
(g) Exhibit 7.4.2 is amended by deleting at line 6 of the first
paragraph, the words "Grand Targhee Incorporated."
provided, however, that the Borrowers use the proceeds of the Targhee Asset
Purchase Agreement immediately upon receipt (1) to temporarily repay Revolving
Loans under the Credit Agreement that were utilized on May 2, 2000 to repay in
full approximately $4,500,000 of outstanding obligations to GE Capital under
certain leases for ski lifts and other equipment used in the business and
operations of the Borrowers and (2) to temporarily repay with the remainder
Revolving Loans under the Credit Agreement.
Section 4. Conditions to Closing The effectiveness of this Second
Amendment is subject to the satisfaction of the following conditions:
(a) Payment of Fees. The Borrowers shall have paid the fee to Fleet
as Agent as provided in the letter agreement of dated June 20, 2000 and
shall promptly following the execution of this Second Amendment pay the
reasonable fees and expenses of the Agent's counsel, Goodwin, Procter &
Hoar LLP, for which statements will be rendered.
(b) Legal Opinion. The Lenders shall have received from Loeb & Loeb
LLP special counsel for the Borrowers, its opinion that (i) this Second
Amendment has been duly authorized, executed and delivered by the
Borrowers and is enforceable against the Borrowers in accordance with its
terms and (ii) neither the merger of Grand Targhee Incorporated with and
into BCS Holdings nor the execution, delivery and consummation of the
Targhee Asset Purchase Agreement conflicts with, violates or results in a
default under the Senior Indenture.
(c) Proper Proceedings. This Second Amendment shall have been
authorized by all necessary proceedings of each Obligor 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.
(d) Accuracy of Representations and Warranties. The representations
and warranties of the Borrowers set forth in Section 5 hereof shall be
true and correct.
(e) General. All legal and corporate proceedings in connection with
the transactions contemplated by this Agreement and each other Credit
<PAGE>
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 5. Representations and Warranties; No Default
(a) 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 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.
(b) The Borrowers hereby represent and warrant that the assets
described in Exhibit C attached hereto represent all of the material
assets which were formerly held by Grand Targhee and the Grand Targhee
Subsidiaries and which are to be transferred from BCS Holdings to GT
Acquisition I, LLC pursuant to the Targhee Asset Purchase Agreement.
(c) The Borrowers hereby certify that no Default currently exists
under the Credit Agreement nor will the consummation of the Grand Targhee
Merger or the Targhee Asset Purchase Agreement result in a Default under
the Credit Agreement or the Senior Indenture.
Section 6. Miscellaneous
(a) Governing Law. This Second 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 the Second Amendment, the Credit Agreement shall remain in
full force and effect.
(c) Counterparts. This Second Amendment may be executed in one or
more counterparts, each of which will be deemed an original and all of
which together will constitute one and the same document.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second 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.
GRAND TARGHEE INCORPORATED
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, as Lender
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
