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EXHIBIT 10.30
Execution Copy
AMENDMENT NO. 5
TO CREDIT AGREEMENT
AS AMENDED AND RESTATED
As of April 22, 1998
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"),
and LOON REALTY CORP. (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 and Ski Lifts, Grand
Targhee, LMRC Holding and Loon, 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 Definitions. The definition of the term "Star
Resorts" is hereby deleted in its entirety.
2.2. New Definition. A new definition is added to Section 1,
immediately following the definition of the term "Northstar-at-Tahoe Security
Agreement", to read in its entirety as follows:
""Northstar Club" means Northstar Club, L.L.C., a California
limited liability company, together with its successors and assigns."
2.3. Amendment to Section 7.6. The sections previously designated as
Section 7.6.18, 7.6.19 and 7.6.20 are hereby deleted in their entirety.
2.4. Amendment to Section 7.6. Three new sections are hereby added
immediately following Section 7.6.16, to read in their entirety as follows:
"7.6.17. Indebtedness in respect of the obligations of
Northstar-at-Tahoe to Star Resorts, pursuant to the Agreement to
Purchase and Sell Units between Northstar Club and Northstar-at-Tahoe,
dated as of October 27, 1997 and as amended as of the date hereof, such
obligations not to exceed in the aggregate $700,000.
"7.6.18. Indebtedness in respect of the 7.5% Subordinated Notes;
provided, however, that such Indebtedness shall not exceed $1,152,000
in aggregate principal amount; and provided, further, that the
Borrowers shall maintain a segregated account of cash or Cash
Equivalents, in an amount (and with matched maturities) sufficient to
pay the principal, interest and any prepayment fees as they accrue and
upon redemption; and provided, further, that the Borrowers shall not
undertake or enter into any amendment, refinancing or other
modification of the 7.5% Subordinated Notes.
"7.6.19. Indebtedness in respect of Interest Rate Protection
Agreements between BCS Holdings and the Agent."
2.5. Amendment to Section 7.8. A new section is added immediately
following Section 7.8.9, to read in its entirety as follows:
"7.8.10. Liens granted pursuant to the Option Agreement dated as
of the date hereof between Northstar-at-Tahoe and Northstar Club."
2.6. Amendment to Section 7.9.13. Section 7.9.13 of the Credit
Agreement is hereby amended to read in its entirety as follows:
"7.9.13. Investments consisting of a Promissory Note made by
Northstar Club, not to exceed $700,000 in principal amount and the
related Agreement to Purchase and
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Sell Real Property between Northstar Club and Northstar-at-Tahoe, dated
as of October 27, 1997, as amended as of the date hereof."
2.7. 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 Northstar Club pursuant to the Agreement to Purchase and
Sell Real Property dated as of October 27, 1997 as amended as of the
date hereof; (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, and (vi) assets consisting of
approximately 2.11 acres of real property owned by Northstar-at-Tahoe,
if sold to Northstar Club in accordance with the terms of the Option
Agreement dated as of the date hereof between Northstar-at-Tahoe and
Northstar Club."
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 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.
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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 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
LMRC HOLDING CORP.
LOON MOUNTAIN RECREATION CORPORATION
LOON REALTY CORP.
By: Jeffrey J. Joyce
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Title: Executive Vice President,
Finance
BANKBOSTON, N.A.,
as Agent
By: Carlton F. Williams
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Title: Director
BANKBOSTON, N.A.,
as Lender
By: Carlton F. Williams
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Title: Director