Exhibit 10.1
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND WAIVER
Dated as of March 18, 2005
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
U.S. BANK NATIONAL ASSOCIATION,
as Agent for the Lenders
SIXTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT AND
WAIVER
This SIXTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT AND WAIVER (this “Sixth
Amendment”) is entered into as of March 18, 2005 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 U.S. BANK NATIONAL ASSOCIATION
(successor to Fleet National Bank, f/k/a BankBoston, N.A.), as
agent, (the “Agent”) for itself and the other Lenders.
Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Credit Agreement described
below.
Recitals
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 Sixth Amendment, the
“Credit Agreement”). The Borrowers and the Guarantor
have informed the Agent and U.S. Bank National Association, as the
sole Lender under the Credit Agreement (the “Sole
Lender”), that the following Events of Default (the
“Designated Defaults”) have occurred and exist under
the Credit Agreement: (a) the Loan Parties and their Subsidiaries
have failed to earn Consolidated Resort EBITDA for the four
consecutive fiscal quarter period ended January 28, 2005 of at
least $19,500,000, as required by Section 5.5(a) of the Credit
Agreement, (b) the Loan Parties and their Subsidiaries have failed
to maintain, as of January 28, 2005, for the four consecutive
fiscal quarter period ended 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 1.10-to-1.0, as required
by Section 5.5(b) of the Credit Agreement, (c) the Borrowers have
failed to comply with the requirement of Section 2.2(c) of the
Credit Agreement applicable during the Designated Cleanup Period
commencing between January 15 and February 28, 2005 the (the
“2005 Cleanup Period”), and (d) the Borrowers have
failed to maintain aggregate balances in their accounts with the
Agent during the 2005 Cleanup Period in an amount exceeding the
Letter of Credit Exposure, as required by Section 5.19 of the
Credit Agreement. The Agent and the Sole Lender have agreed to
waive the Designated Defaults on the terms and conditions herein,
including (i) accelerating the Revolving Credit Termination Date
and the Term Loan Maturity Date to May 31, 2005, (ii) reducing the
Maximum Revolving Credit Amount to $18,000,000, (iii) limiting the
amount of Capital Expenditures which the Loan Parties may incur,
(iv) amending certain other covenants under the Credit Agreement,
and (v) payment by the Loan Parties of certain amendment fees, and
the Loan Parties have agreed to the terms and conditions
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 5, the Borrowers, the Guarantor, the Lenders
and the Agent hereby amend the Credit Agreement and agree as
follows:
Section 1. Definitions
.
(a) The definitions of “
Interest Period ,” “ Maximum Revolving Credit
Amount ,” “ Revolving Credit Termination
Date ” and “ Term Loan Maturity Date ”
are hereby deleted in their entirety and the following new
definitions substituted therefore:
“ Interest Period
” means with respect to each LIBOR Rate Loan, the period
commencing on the date of such LIBOR Rate Loan and ending one or
two months thereafter, as the Borrowers may request as provided in
Section 2.5(a) hereof, provided that :
(a) any Interest Period (other than
an Interest Period determined pursuant to clause (c) below) that
would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day unless such Business
Day falls in the next calendar month, in which case such Interest
Period shall end on the immediately preceding Business
Day;
(b) any Interest Period that begins
on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall, subject to clause (c)
below, end on the last Business Day of a calendar month;
(c) no Interest Period may end after
the Revolving Credit Termination Date; and
(d) notwithstanding clause (c)
above, no Interest Period shall have a duration of less than one
month, and if any Interest Period applicable to
