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Amended And Restated SCF Agreement

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AMENDED AND RESTATED
CREDIT AGREEMENT


Dated as of March 15, 2002


Among


BOOTH CREEK SKI HOLDINGS, INC.
TRIMONT LAND COMPANY
SIERRA-AT-TAHOE, INC.
BEAR MOUNTAIN, 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


FLEET NATIONAL BANK,
as Agent for the Lenders


================================================================================


TABLE OF CONTENTS


ARTICLE 1. DEFINITIONS AND ACCOUNTING TERMS...................................3 Section 1.1. Restatement; Calculations......................................3 Section 1.2. Definitions....................................................3 Section 1.3. Accounting Terms..............................................27


ARTICLE 2. THE CREDITS.......................................................27 Section 2.1. The Term Loans................................................27 Section 2.2. The Revolving Credit..........................................28 Section 2.3. Making of Additional Term Loans and.............................
Revolving Credit Advances.....................................28 Section 2.4. Interest on Term Loans and Revolving Credit Advances..........30 Section 2.5. Election of LIBOR Pricing Options.............................30 Section 2.6. Letters of Credit.............................................31 Section 2.7. Additional Payments...........................................35 Section 2.8. Computation of Interest, Etc..................................35 Section 2.9. Fees..........................................................36 Section 2.10. Set-Off.......................................................37 Section 2.11. Sharing of Payments...........................................37 Section 2.12. Reduction of Commitment by the Borrowers......................37 Section 2.13. Increased Costs, Etc..........................................37 Section 2.14. Changed Circumstances.........................................39 Section 2.15. Use of Proceeds...............................................40 Section 2.16. Guaranty......................................................40


ARTICLE 3. CONDITIONS TO LOANS AND ADVANCES..................................41 Section 3.1. Conditions to Initial Term Loans and............................
First Revolving Credit Advance................................41 Section 3.2. Conditions to All Additional Term Loans.......................44 Section 3.3. Conditions to All Revolving Credit Advances...................45


ARTICLE 4. PAYMENT AND REPAYMENT.............................................46 Section 4.1. Mandatory Prepayment..........................................46 Section 4.2. Voluntary Prepayments.........................................46 Section 4.3. Payment and Interest Cutoff...................................47 Section 4.4. Payment or Other Actions on Non-Business Days.................47 Section 4.5. Method, Timing and Application of Payments....................47 Section 4.6. Payments Not at End of Interest Period........................48 Section 4.7. Taxes.........................................................49 Section 4.8. Mitigation of Expenses........................................51
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ARTICLE 5. GENERAL COVENANTS.................................................51 Section 5.1. Taxes and Other Charges.......................................51 Section 5.2. Conduct of Business, etc......................................52 Section 5.3. Insurance.....................................................53 Section 5.4. Financial Statements and Reports..............................53 Section 5.5. Certain Financial Tests.......................................58 Section 5.6. Indebtedness..................................................59 Section 5.7. Guarantees; Letters of Credit.................................61 Section 5.8. Liens.........................................................61 Section 5.9. Investments...................................................62 Section 5.10. Distributions.................................................64 Section 5.11. Capital Expenditures..........................................64 Section 5.12. Merger and Dispositions of Assets; Release of Liens;............
Use of Certain Proceeds.......................................65 Section 5.13. Subsidiaries..................................................66 Section 5.14. ERISA.........................................................67 Section 5.15. Transactions with Affiliates..................................67 Section 5.16. Environmental Cleanup.........................................67 Section 5.17. Cash Concentration............................................67 Section 5.18. Permitted Management Fees.....................................68 Section 5.19. Letters of Credit at Annual Clean-up..........................68 Section 5.20. Use of Equipment..............................................68 Section 5.21. NMP...........................................................68 Section 5.22. No Impairment of Cross-Streaming, Upstreaming,..................
Downstreaming or Liens........................................68 Section 5.23. Adjusted Incurred Real Estate Costs...........................69 Section 5.24. Loon Appraisal................................................69 Section 5.25. Miscellaneous Real Estate Documentation.......................69 Section 5.26. Booth Creek Ski Acquisition...................................69


ARTICLE 6. REPRESENTATIONS AND WARRANTIES....................................69 Section 6.1. Organization and Business.....................................69 Section 6.2. Financial Statements and Other Information....................70 Section 6.3. Changes in Condition..........................................70 Section 6.4. Agreements Relating to Financing Debt, Investments, etc.......71 Section 6.5. Title to Assets...............................................71 Section 6.6. Licenses, etc.................................................71 Section 6.7. Litigation....................................................71 Section 6.8. Tax Returns...................................................72 Section 6.9. No Legal Obstacle to Agreements...............................72 Section 6.10. Defaults......................................................73 Section 6.11. Certain Business Representations..............................73 Section 6.12. Pension Plans.................................................74 Section 6.13. Disclosure....................................................74 Section 6.14. NMP...........................................................74 Section 6.15. Valid and Binding Obligations.................................74 Section 6.16. Other Agreements..............................................75 Section 6.17. Stock.........................................................75 Section 6.18. Governmental Regulations......................................75 Section 6.19. Margin Stock..................................................75 Section 6.20. Solvency......................................................76 Section 6.21. Senior Indenture..............................................76 Section 6.22. Adjusted Incurred Real Estate Costs...........................77 Section 6.23. Forest Service Permits........................................77 Section 6.24. Booth Creek Ski Acquisition...................................77
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ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES....................................77 Section 7.1. Events of Default.............................................77 Section 7.2. Remedies......................................................80 Section 7.3. Distribution of Proceeds......................................81


ARTICLE 8. CONSENTS; AMENDMENTS; WAIVERS; REMEDIES...........................82 Section 8.1. Actions by Lenders............................................82 Section 8.2. Actions by Loan Parties.......................................83


ARTICLE 9. SUCCESSORS AND ASSIGNS............................................83 Section 9.1. General.......................................................83 Section 9.2. Assignments...................................................84 Section 9.3. Participations................................................85


ARTICLE 10. THE AGENT........................................................86 Section 10.1. Authorization and Action......................................86 Section 10.2. Agent's Reliance, Etc.........................................86 Section 10.3. Agent as a Lender.............................................87 Section 10.4. Lender Credit Decision........................................87 Section 10.5. Indemnification of Agent......................................87 Section 10.6. Successor Agent...............................................88 Section 10.7. Amendment of Article 10.......................................88


ARTICLE 11. MISCELLANEOUS....................................................88 Section 11.1. Notices.......................................................88 Section 11.2. Merger........................................................89 Section 11.3. Governing Law; Consent to Jurisdiction........................89 Section 11.4. Counterparts; Replacement of Instruments......................90 Section 11.5. Expenses and Indemnification..................................90 Section 11.6. Confidentiality...............................................91 Section 11.7. Usury Limitation..............................................91 Section 11.8. Reliance on Representations and Actions of BCS Holdings.......92 Section 11.9. WAIVER OF JURY TRIAL; VENUE...................................92


iii


LIST OF EXHIBITS AND SCHEDULES Exhibit A-1 Form of Term Note Exhibit A-2 Form of Revolving Credit Note Exhibit B-1 Form of Notice of Additional Term Loan Borrowing Exhibit B-2 Form of Notice of Revolving Credit Borrowing Exhibit C Form of Compliance Certificate Exhibit D Form of LIBOR Pricing Notice Exhibit E Form of Opinion of Loan Parties' Counsel Exhibit F Form of Assignment and Acceptance Agreement Schedule 1 Schedule of Commitment Percentages Schedule 2 Schedule of Excluded Asset Sales Schedule 5.3 Schedule of Insurance Schedule 5.6(n) Schedule of Indebtedness Schedule 5.7(a) Schedule of Performance and Surety Bonds Containing Guarantees Schedule 5.7(b) Schedule of Letters of Credit Schedule 5.16 Schedule of Environmental Remediation Schedule 5.22 Schedule of Impairment Agreements Schedule 5.25 Schedule of Miscellaneous Real Estate Documentation Schedule 6.1(a) Schedule of Loan Parties and Subsidiaries Schedule 6.1(b) Schedule of Foreign Qualifications Schedule 6.3 Schedule of Material Transactions Schedule 6.4 Schedule of Financing Debt, Liens, Guaranties and Investments Schedule 6.7 Schedule of Litigation Schedule 6.11 Schedule of Environmental Matters Schedule 6.17 Schedule of Capital Stock and Membership Interests Schedule 6.23 Schedule of Forest Service Agreements


AMENDED AND RESTATED CREDIT AGREEMENT


This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 15, 2002 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"), 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"), 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, Bear Mountain, 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, "DRE"), as a Guarantor, the Lenders party hereto, and FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), as agent (the "Agent") for itself and the other Lenders.


Recitals


The Borrowers and Fleet National Bank ("Fleet"), as Lender and the Agent, are parties to an Amended and Restated Credit Agreement dated as of October 30, 1998 (as amended, the "1998 Credit Agreement") and the Borrowers, jointly and severally, desire to amend, restate and supplement their existing credit facilities, add DRE as a Guarantor, and add an additional Lender on the terms and conditions set forth herein. The credit facilities established hereunder evidence the Borrowers' obligations under the 1998 Credit Agreement, as amended and restated hereunder, and future advances hereunder will be used (a) in the case of the Term Loans, to repurchase certain indebtedness of BCS Holdings and BCS Acquisition and (b) in the case of Revolving Credit Advances, to provide for ongoing working capital and other specified needs. The Lenders are willing to provide such financing on the terms and conditions set forth herein, including, among others, that the Borrowers amend and restate the 1998 Credit Agreement as provided herein. The Loan Parties conduct their operations on a combined basis with shared management, purchasing, planning, financial controls and other functions, and the access of all Borrowers to the credit facilities provided hereunder benefits all Loan Parties in connection with their various businesses.


2


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (a) the Borrowers party to the 1998 Credit Agreement and Fleet hereby amend and restate the 1998 Credit Agreement in its entirety and (b) all the parties hereto hereby agree as follows:


ARTICLE 1. ...... DEFINITIONS AND ACCOUNTING TERMS


Section 1.1.......Restatement; Calculations. Effective as of the date hereof (the "Restatement Date"), this Amended and Restated Credit Agreement amends and restates in its entirety the 1998 Credit Agreement.


Effective on the Restatement Date, the "Revolving Loan" outstanding under the 1998 Credit Agreement on such date shall be deemed to be Revolving Credit Advances outstanding under Section 2.2 and shall be evidenced by the Revolving Notes, and the Lenders shall make appropriate transfers between them so that such Revolving Credit Advances are allocated in accordance with their Commitment Percentages.


Amounts in respect of interest, fees and other amounts payable to or for the account of the Lenders shall be calculated in accordance with the provisions of (a) the 1998 Credit Agreement with respect to any period (or portion of any period) ending prior to the Restatement Date and (b) this Agreement as in effect on the Restatement Date after giving effect to the amendment and restatement thereof effected hereby and as from time to time thereafter in effect with respect to any period (or portion of any period) commencing on or after the Restatement Date.


Section 1.2.......Definitions. In addition to the terms defined elsewhere in this Agreement, unless otherwise specifically provided herein, the following terms shall have the following meanings for all purposes when used in this Agreement, and in any note, agreement, certificate, report or other document made or delivered in connection with this Agreement:


"Accumulated Benefit Obligations" means the actuarial present
value of the accumulated benefit obligations under any Plan, calculated
in a manner consistent with Statement No. 87 of the Financial
Accounting Standards Board.


"Additional Term Loans" has the meaning set forth in Section
2.1.


"Adjusted Consolidated Capital Base" at any time means the sum
of (a) Consolidated Net Worth at such time plus (b) the aggregate
principal amount outstanding of Senior Unsecured Notes at such time.


"Adjusted Consolidated Leverage Ratio" at any time means the
ratio of Consolidated Senior Secured Indebtedness to Adjusted
Consolidated Capital Base.
3


"Adjusted Incurred Real Estate Costs" means the sum of (a)
reasonable capitalized real estate costs of the Loan Parties incurred
before or after the date hereof in connection with the development of
Porcupine Ridge at the Northstar-at-Tahoe resort, Unit 7A at the
Northstar-at-Tahoe resort and Unit 7B at the Northstar-at-Tahoe resort
and (b) reasonable selling, general and administrative costs incurred
after February 1, 2002 in connection with the Loan Parties' real estate
operating segment.


"Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by or under
direct or indirect common control with such Person, and shall include
(i) any officer or director or general partner of such Person and (ii)
any Person of which such Person or any Affiliate (as defined in clause
(i) above) of such Person shall, directly or indirectly, beneficially
own either at least 10% of the outstanding equity securities having the
general power to vote or at least 10% of all equity interests.


"Agent" means Fleet National Bank, in its capacity as agent
for the Lenders, and its successors in that capacity.


"Agreement" means this Amended and Restated Credit Agreement,
as amended or supplemented from time to time. References to Articles,
Sections, Exhibits, Schedules and the like refer to the Articles,
Sections, Exhibits, Schedules and the like of this Agreement unless
otherwise indicated, as amended and supplemented from time to time.


"Applicable Base Rate" means the sum of (a) the Base Rate plus
(b) the Base Rate Margin, as each is in effect from time to time.


"Applicable LIBOR Rate" means the sum of (a) the LIBOR Rate
plus (b) the LIBOR Rate Margin, as each is in effect from time to time.


"Appraisal" means a valuation of the operating business,
assets, real estate or any portion thereof of any of the Loan Parties,
in similar form as the appraisals previously provided to the Agent.


"ASC Subordinated Note" means the Subordinated Promissory Note
dated November 27, 1996 issued by BCS Acquisition, Waterville and
Cranmore payable to American Skiing Company, a Delaware corporation.


"Assignment and Acceptance Agreement" shall have the meaning
set forth in Section 9.2 hereof.
4


"Base Rate" means the greater of (a) the Prime Rate and (b)
the Federal Funds Effective Rate plus 1/2 of 1% per annum (rounded
upwards, if necessary, to the next 1/8 of 1%).


"Base Rate Loan" means any Revolving Credit Advance or any
portion of the Term Loans bearing interest at a fluctuating rate
determined by reference to the Applicable Base Rate.


"Base Rate Margin" means a rate per annum equal to 1 1/2%.


"BCS Acquisition" has the meaning provided in the preamble
hereto.


"BCS Acquisition Security Agreement" means the Amended and
Restated Security Agreement, dated as of the date hereof between the
Agent and BCS Acquisition, as amended, restated, supplemented or
otherwise modified and in effect from time to time.


"BCS Group" means Booth Creek Ski Group, Inc., a Delaware
corporation, together with itssuccessors and assigns.


"BCS Holdings" has the meaning provided in the preamble
hereto.


"BCS Holdings Security Agreement" means the Amended and
Restated Security Agreement dated as of the date hereof between the
Agent and BCS Holdings, as amended, restated, supplemented or otherwise
modified and in effect from time to time.


"Bear Mountain" has the meaning provided in the preamble
hereto.


"Bear Mountain Mortgage" means the Amended and Restated Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing
dated as of the date hereof, executed by Bear Mountain in favor of the
Agent, as amended, restated, supplemented or otherwise modified and in
effect from time to time.


"Bear Mountain Security Agreement" means the Amended and
Restated Security Agreement dated as of the date hereof, between Bear
Mountain and the Agent, as amended, restated, supplemented or otherwise
modified and in effect from time to time.


"Booth Creek Management Company" means Booth Creek Management
Corporation, a Delaware corporation, and its successors and assigns.


"Booth Creek LLLP" means Booth Creek Partners Limited II,
L.L.L.P., a Colorado limited liability limited partnership, and its
successors and assigns.
5


"Booth Creek Ski Acquisition" means Booth Creek Ski
Acquisition, Inc., a Pennsylvania corporation.


"Borrower(s)" has the meaning provided in the preamble hereto.


"Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in The Commonwealth of
Massachusetts are authorized or required to close under the laws of The
Commonwealth of Massachusetts, and if the applicable day relates to a
LIBOR Rate Loan or an Interest Period for a LIBOR Rate Loan, a day on
which dealings in dollar deposits are also carried on in the London
interbank market and banks are open for business in London.


"California Resorts" means the Northstar-at-Tahoe,
Sierra-at-Tahoe and Bear Mountain ski resorts, collectively.


"Capital Expenditures" means, for any period, amounts added or
required to be added to the "property and equipment" or "real estate
held for development and sale" accounts on the Consolidated balance
sheet of the Loan Parties, prepared in accordance with GAAP, in respect
of (a) the acquisition, construction, improvement or replacement of
land, buildings, machinery, equipment, leaseholds and any other real or
personal property, and (b) to the extent not included in clause (a)
above, expenditures on account of materials, contract labor and direct
labor relating thereto (excluding expenditures properly expensed as
repairs and maintenance in accordance with GAAP); provided, however,
that additions to the fixed asset accounts resulting from exchanges of
an existing capital asset for another capital asset of equal or greater
net book value shall not constitute a Capital Expenditure to the extent
effected without the expenditure of cash or the incurrence of
additional debt, if the net book value of such capital asset(s) for one
or a series of related transactions being replaced is less than or
equal to $1,500,000 or otherwise with the written consent of the Agent.
Capital Expenditures shall not include any such amounts added to
property and equipment or real estate held for development and sale
resulting from Capitalized Leases, Financing Debt (other than the
Lender Obligations) or insurance proceeds or which amounts are
reimbursed or paid by any Person other than a Loan Party.


"Capitalized Lease" means any lease which is required to be
capitalized on the balance sheet of the lessee in accordance with GAAP
and Statement Nos. 13 and 98 of the Financial Accounting Standards
Board.


"Capitalized Lease Obligations" means the amount of the
liability reflecting the aggregate discounted amount of future payments
under all Capitalized Leases calculated in accordance with GAAP and
Statement Nos. 13 and 98 of the Financial Accounting Standards Board.
6


"Cash Equivalents" means:


(a) negotiable certificates of deposit, time
deposits, demand deposits and bankers' acceptances issued by,
or maintained with, as the case may be, any United States
financial institution having capital and surplus and undivided
profits aggregating at least $100,000,000 and rated Prime-1 by
Moody's or A-1 by Standard & Poor's or issued by any Lender;


(b) short-term corporate obligations rated Prime
-1 by Moody's or A-1 by Standard & Poor's;


(c) any direct obligation of the United States of
America or any agency or instrumentality thereof, or of any
state or municipality thereof, (i) which has a remaining
maturity at the time of purchase of not more than one year or
(ii) which is subject to a repurchase agreement with any
Lender (or any other financial institution referred to in
clause (a) above) exercisable within one year from the time of
purchase and (iii) which, in the case of obligations of any
state or muni
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