WAIVER LETTER
April 28, 2005
VIA OVERNIGHT COURIER AND FAX -
435-615-4780
Grand Summit Resort Properties, Inc.
136 Heber Avenue, Suite 303
Park City, Utah 84060
Attention: Betsy Wallace
VIA OVERNIGHT COURIER AND FAX -
207-791-2607
Grand Summit Resort Properties, Inc.
One Monument Way
Portland, Maine 04104
Attn: Foster Stewart, Chief Counsel
Re: Loan and
Security Agreement (as amended to the date hereof, the
"LSA"), dated as of September 1, 1998, among Grand Summit
Properties, Inc., a Maine corporation ("GSRP"), Textron
Financial
Corporation, a Delaware corporation, as administrative agent
("Administrative Agent"), and FINOVA Capital Corporation,
Foothill Capital Corporation, Litchfield Financial Corporation
and Textron Financial Corporation, as lenders (collectively,
the
"Lenders")
Dear Ladies and Gentlemen:
Reference is made to the LSA. Capitalized terms used but not
defined
herein shall have the meanings ascribed to
the same in the LSA.
GSRP is hereby notified that it has failed to comply with
Section
2.5(c)(iii) of the LSA by not reducing the
outstanding principal balance of the
Advances to
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$14,000,000 as of March 31, 2005. This
failure to comply with Section
2.5(c)(iii) constitutes an Event of Default
under Section 8.1(a) of the LSA (the
"3/31/05 Event of Default").
The 3/31/05 Event of Default also constitutes an Event of Default
under
that certain Statement of Intention and
Special Additional Financing Agreement
(as amended, the "SOI") dated July 25, 2000
by and between GSRP and Textron
Financial Corporation, as special
subordinated lender (the "Special Subordinated
Lender").
GSRP has requested that the Administrative Agent on behalf of
itself,
as a Lender and the Special Subordinated
Lender, and the other Lenders waive the
3/31/05 Event of Default. In connection
with such request, GSRP has represented
and warranted to the Administrative Agent,
the Lenders and the Special
Subordinated Lender that,
