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EXHIBIT 10.24
WAIVER AGREEMENT
This Waiver Agreement (the "Agreement") is entered into as of January
28, 1998 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," and together with BCS Holdings, BCS
Acquisition, Northstar-at-Tahoe, Sierra-at-Tahoe, Bear Mountain, Waterville,
Cranmore and Ski Lifts, the "Borrowers," and each a "Borrower"), and
BankBoston, N.A. (f/k/a The First National Bank of Boston), a national banking
association, as a lender (the "Lender") and as agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lender and the Agent are parties to that
certain Credit Agreement dated as of December 3, 1996, as amended and restated
as of March 18, 1997, as further amended as of June 15, 1997, July 30, 1997 and
October 27, 1997 and in effect on the date hereof (the "Credit Agreement")
among the Borrowers, the Lender and the Agent;
WHEREAS, the Borrowers have requested the Lender and the Agent to waive
Defaults and Events of Default with respect to the Credit Agreement in
connection with the failure of BCS Holdings to maintain, assign and deliver
certain key employee life insurance policies and the failure of the Borrowers
to give notice thereof to the Agent.
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the Credit
Agreement.
2. Waiver. The Lender and the Agent hereby waive any Default or
Event of Default arising out of any violations of Sections 7.4.5 and 7.16 of
the Credit Agreement which are attributable to (i) the failure of BCS Holdings
to maintain, assign and deliver key employee life insurance policies on the
lives of Xxxxxx X. Xxxxxxx, Xx. and the chief operating officer of BCS Holdings
on or before May 1, 1998 in the manner described in Section 7.16 of the Credit
Agreement and (ii) the failure of the Borrowers to give notice of such failure
to the Agent in the manner described in Section 7.4.5 of the Credit Agreement.
3. Representation and Warranties, etc. The Borrowers hereby
represent and warrant to the Agent that after giving effect to the terms of
this Agreement (i) all of the representations and warranties contained in the
Credit Agreement are true and correct as of the date hereof, (ii) no Default or
Event of Default exists or is continuing and (iii) the Borrowers have performed
all the agreements on their part to be performed prior to the date hereof as
set forth in the Credit Agreement.
4. Effectiveness of Waiver. This Agreement is not conditioned upon
the approval of any amendment to the Credit Agreement or the grant of any other
waiver by the Lender or the Agent. This Agreement shall be deemed effective as
of October 31, 1997.
5. Effect on the Credit Agreement. Except as provided
hereinabove, all of the terms, conditions and covenants of the Credit Agreement
and all other Credit Documents shall remain unaltered and in full force and
effect and shall continue to be binding upon the Borrowers in all respects and
are hereby ratified and confirmed.
6. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties
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hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.
(signature page follows)
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IN WITNESS WHEREOF, the Borrowers, the Lender and the Agent have
executed this Agreement 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
By: /s/ Xxxxxxx X. Xxxxx
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Title:
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Lender
BANKBOSTON, N.A.
By: /s/ Xxxx Xxxxxx
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Title:
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Agent
BANKBOSTON, N.A.
By: /s/ Xxxx Xxxxxx
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Title:
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