Exhibit 10.19(b)
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
Dated as of October 2, 2003, but effective as of July 31, 2003
among
THE VAIL CORPORATION
(d/b/a "Vail Associates, Inc.)
,
as Borrower
BANK OF AMERICA, N.A.
,
as Administrative Agent
and
The Agents and Required Lenders Party Hereto
SPECIAL NOTICE REGARDING MATERIAL NON-PUBLIC INFORMATION
THIS DOCUMENT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY
OR ITS SECURITIES.
BY ACCEPTING THIS DOCUMENT,
THE
RECIPIENT AGREES TO USE
ANY SUCH
INFORMATION
IN ACCORDANCE WITH ITS COMPLIANCE POLICIES, CONTRACTUAL
OBLIGATIONS AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT (this "Amendment") is entered into as of October 2, 2003, but
effective as of July 31, 2003, among THE VAIL CORPORATION, a Colorado
corporation doing business as "Vail Associates, Inc." (the "Company"), the
Required Lenders (as defined in the Credit Agreement referenced below) party
hereto, and BANK OF AMERICA, N.A., as Administrative Agent (hereinafter
defined).
R E C I T A L S
A. The Company has entered into that certain Third Amended and Restated
Revolving Credit and Term Loan Agreement dated as of June 10, 2003 (the "Credit
Agreement"), with Bank of America, N.A., as Administrative Agent (in such
capacity, the "Administrative Agent"), and certain other agents and lenders
party thereto, providing for revolving credit loans and term loans in the
aggregate principal amount of up to $425,000,000. Unless otherwise indicated
herein, all capitalized terms used herein shall have the meanings set forth in
the Credit Agreement, and all Section references herein are to sections in the
Credit Agreement.
B. The Company has requested amendments to the "Management Fees and
Distributions" covenant set forth in Section 9.9 of the Credit Agreement, and
the "Funded Debt to Adjusted EBITDA" covenant set forth in Section 10.1(a) of
the Credit Agreement. Required Lenders have agreed to such modifications and to
otherwise amend the Credit Agreement as set forth herein.
In consideration of the foregoing and the mutual covenants contained herein, the
Company, the Required Lenders, and the Administrative Agent agree as follows:
1.
Amendments.
(a) Section 9.9 is hereby amended as follows:
(i) Clause (d) is hereby amended by deleting "and" from the end thereof.
(ii) Clause (e) is hereby amended by (i) replacing the parenthetical in the
second line thereof with "(in addition to those described in clauses (c), (d),
and (f) herein)", (ii) replacing the parenthetical beginning in the third line
thereof with "(including any Distributions which exceed the amounts permitted
under clauses (d) and (f) herein)", and (iii) substituting "; and" for the
period at the end of clause (e).
(iii) The following is hereby added after clause (e):
(f) if no Default or Potential Default exists (or would result therefrom), VRI
may make Distributions payable solely in the form of common stock or other
common equity interests of