UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~September~~April 2214, ~~2004~~2005

BOOTH CREEK SKI HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-26091

84-1359604

(State or other jurisdiction

of incorporation)

(Commission File No.)

(I.R.S. Employer

Identification No.)

1000 South Frontage Road West, Suite 100

Vail, Colorado 81657

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (970) 476-1311

No Change

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~BOOTH~~Item ~~CREEK~~1.01 ~~SKI~~Entry ~~HOLDINGS,~~into ~~INC.~~a Material Definitive Agreement

~~Item~~On 2April 14, 2005, Loon Mountain Recreation Corporation (“LMRC”) and Loon Realty Corp.~~03.~~ ~~Creation~~(“Loon Realty”, and together with LMRC, “Seller”), wholly-owned subsidiaries of Booth Creek Ski Holdings, Inc. (the “Company”), entered into a ~~Direct~~Real ~~Financial~~Estate ~~Obligation~~Purchase orand anSale ~~Obligation~~Contract ~~under~~(the “Agreement”) with Centex Homes (“Purchaser”) for the purchase and sale of certain development real estate (the “Property”) located proximate to the Loon Mountain ski area (the “Ski Area”). The Property consists of approximately 338 acres of land and related development rights, which is anticipated to be sold in two phases. The Purchaser is required to provide an ~~Off-Balance~~earnest ~~Sheet~~money ~~Arrangement~~deposit of a$50,000 ~~Registrant~~within five days after execution of the Agreement.

OnThe ~~September~~first ~~22,~~phase ~~2004, Booth Creek Ski Holdings, Inc.~~ (~~the~~ “~~Company~~First Phase”) ~~and~~consists ~~its~~of approximately ~~subsidiaries~~48 ~~entered~~acres ~~into~~of ~~the~~land ~~Fifth~~and ~~Amendment~~related ~~(the~~development ~~“Fifth~~rights, ~~Amendment”)~~which toare ~~the~~intended ~~Amended~~to ~~and~~be ~~Restated~~developed ~~Credit~~into ~~Agreement~~a ~~dated~~minimum ~~March~~of ~~15,~~65 ~~2002~~single-family ~~(as~~lots ~~amended,~~and ~~the~~associated ~~“Senior~~subdivision ~~Credit Facility”) with U~~improvements.S. ~~Bank National~~The ~~Association,~~second asphase ~~administrative agent~~ (“~~Agent~~Second Phase”). Inconsists ~~connection~~of ~~with~~approximately 290 ~~the~~acres ~~Fifth~~of ~~Amendment,~~land ~~U.S.~~and ~~Bank~~related ~~National~~development ~~Association~~rights, ~~became~~which ~~the~~are ~~sole~~intended ~~lender~~to ~~and~~be ~~Agent~~developed ~~under~~into ~~the~~approximately ~~Senior~~835 ~~Credit~~multi-family ~~Facility.~~units ~~The~~and/or ~~following~~single-family islots, a45,000 ~~summary~~square offeet ~~certain provisions~~ of ~~the~~commercial/retail ~~term loan facility of the Senior Credit Facility~~space, ascertain ~~amended~~community ~~pursuant~~amenities toserving the ~~Fifth~~First Phase ~~Amendment.~~and ASecond ~~copy~~Phase ofand ~~the~~associated ~~Fifth~~subdivision ~~Amendment is attached as an exhibit to this Report~~improvements.

~~General~~The –Agreement contains a “Feasibility Period” initially ending on May 31, 2005 and which may be extended up to 30 days at the discretion of the Purchaser. The ~~Fifth~~purpose ~~Amendment~~of ~~increased~~the ~~outstanding~~Feasibility ~~borrowings~~Period ~~under~~is to permit the ~~Company~~Purchaser, at Purchaser’s ~~term loan~~sole ~~facility~~cost (and expense, to examine the ~~“Term~~Property ~~Facility”)~~and ~~from~~related ~~$18,000,000~~matters to ~~$25,000,000~~determine if the Property is suitable for the intended development purposes discussed above. AsPrior ato ~~result~~the conclusion of the ~~Fifth~~Feasibility ~~Amendment~~Period, the ~~Senior~~Purchaser ~~Credit~~may terminate ~~Facility~~the ~~now~~Agreement ~~provides~~in ~~for~~its asole ~~revolving~~discretion. ~~credit~~Prior ~~facility~~to (the ~~“Revolving~~expiration ~~Credit~~of ~~Facility”)~~the ~~with~~Feasibility ~~borrowing availability~~Period, ofprovided upthat the Purchaser has not elected to ~~$25~~terminate the Agreement prior to the expiration of the Feasibility Period,~~000,000,~~ ~~and~~the aPurchaser ~~term~~is ~~loan~~required ~~facility~~to make an additional escrow deposit of $25950,000,~~000.~~ ~~Borrowings~~which ~~under~~together with the ~~Senior~~initial ~~Credit~~$50,000 ~~Facility~~escrow ~~are~~deposit ~~collectively~~is ~~referred~~intended to ~~herein~~be asapplied ~~“Loans~~to the purchase price for the Second Phase.”

~~Interest~~During –the ~~For~~Feasibility ~~purposes~~Period, ofthe ~~calculating~~Purchaser ~~interest,~~and ~~Loans~~Seller ~~can~~shall ~~be,~~endeavor atto agree on the ~~election~~terms and conditions of a “Mutual Development Agreement” to address various aspects of the ~~Company, base~~mutual ~~rate~~development ~~loans~~of orthe ~~LIBOR~~Property ~~rate~~and ~~loans~~the orSki aArea ~~combination~~and ~~thereof.~~associated ~~Base~~operational ~~rate~~matters. ~~loans~~A ~~bear~~key ~~interest~~aspect atof the ~~sum~~Mutual ofDevelopment ~~(a)~~Agreement would be the ~~higher~~requirement of ~~(i)~~Seller ~~Agent’s~~to construct ~~prime~~and ~~rate~~install, on or ~~(ii)~~before ~~the~~December ~~federal~~25, ~~funds~~2007, ~~rate~~certain ~~plus~~ski ~~.5%~~lifts, ~~plus~~trails and related snowmaking infrastructure on South Mountain (bthe “South Mountain Expansion”), awhich ~~margin~~is ofadjacent ~~1.5%.~~to ~~LIBOR~~the ~~rate~~existing ~~loans~~Ski ~~bear~~Area ~~interest at~~and the ~~LIBOR~~Property. ~~rate~~The preliminary ~~plus~~estimate aof ~~margin~~the ofcapital ~~4%.~~expenditures ~~Interest~~associated onwith ~~Loans~~such ~~outstanding~~improvements is ~~payable~~approximately ~~quarterly~~$8,000,000 orto at$10,000,000, ~~the~~a ~~end~~meaningful portion of which the ~~Interest~~Company ~~Period~~may ~~(as~~intend ~~defined~~to infinance ~~the~~under ~~Senior~~capital ~~Credit~~or ~~Facility).~~operating lease financing arrangements.

~~Repayment –~~ The ~~Term~~purchase ~~Facility~~price ~~provides~~ for ~~quarterly~~the ~~principal~~First ~~payments~~Phase ofis $~~416~~6,~~667~~741,000, ~~on October~~less ~~31,~~brokers’ ~~2004,~~commissions ~~January~~of 31$325,000 ~~2005,~~to ~~April~~be ~~30,~~paid ~~2005~~by Seller and ~~July~~other ~~31,~~typical ~~2005~~closing costs. InThe ~~addition,~~closing for the ~~Company~~First Phase, which is ~~required~~anticipated to ~~repay~~occur ~~amounts outstanding under the Term Facility~~ on ~~such~~or ~~dates~~before byJuly an15, ~~amount~~2005, ~~equal~~is subject to ~~the~~various ~~Excess~~closing ~~Cash~~conditions, ~~Proceeds~~including (asi) ~~defined~~receipt inof required ~~the~~development ~~Senior~~permits ~~Credit Facility)~~and ~~derived~~utility ~~from~~“will ~~specified~~serve” ~~real~~letters ~~estate~~for ~~sales~~the ~~determined~~intended onuse aof ~~cumulative~~the ~~basis~~First ~~from~~Phase, ~~October~~(ii) 2,receipt ~~2004.~~of ~~The~~all ~~entire~~permits ~~unpaid~~and ~~balance~~consents ~~under~~necessary for the ~~Senior~~South ~~Credit~~Mountain ~~Facility~~Expansion, is(iii) ~~due~~execution ~~and~~of ~~payable~~the onMutual ~~October 31~~Development Agreement, ~~2005,~~and ~~the~~(iv) ~~maturity~~other ~~date~~customary ofclosing ~~the Senior Credit Facility~~conditions.

~~Security~~The –purchase ~~Borrowings~~price ~~under~~for the ~~Senior~~Second ~~Credit~~Phase ~~Facility~~is ~~are~~$21,259,000 ~~secured~~plus byinterest ~~(a)~~at a8% from the date of the First ~~pledge~~Phase closing to the ~~Agent~~date ~~for~~of the ~~ratable~~Second ~~benefit~~Phase closing, less brokers’ commissions of $1,025,000 to be paid by Seller and other typical closing costs. The closing for the ~~financial~~Second ~~institutions~~Phase, ~~party~~which is expected to ~~the~~occur ~~Senior~~on ~~Credit~~or ~~Facility~~before July 15, 2006, is subject to various closing conditions, including (i) certain of ~~all~~the First Phase closing conditions discussed above, (ii) approval of a planned phased development (i.e., master plan zoning approvals) consistent with the ~~capital~~intended ~~stock~~use of the ~~Company’s~~Second Phase, ~~principal~~(iii) ~~subsidiaries~~receipt of state and local site specific permits and approvals for at least 250 multi-family and/or single-family housing units, (biv) areceipt ~~grant~~ of autility ~~security~~“will ~~interest~~serve” letters for the Second Phase, (v) the delivery by Seller of security in ~~substantially~~form ~~all~~and substance reasonably satisfactory to Purchaser which guarantees or otherwise provides reasonable assurance of the ~~consolidated~~ ~~assets~~completion of the ~~Company~~South Mountain Expansion, and ~~its~~(vi) ~~subsidiaries~~other customary closing conditions.

~~Use~~To ofdate, ~~Proceeds~~the –Purchaser ~~The~~has ~~Company~~undertaken ~~intends~~significant todue ~~utilize~~diligence and planning efforts with respect to the ~~incremental~~Property ~~Term~~and ~~Facility~~related ~~borrowings~~development ofopportunities. $7However,~~000,000~~ ~~incurred~~there incan ~~connection~~be ~~with~~no assurance that the ~~Fifth~~Company ~~Amendment~~will toconsummate ~~fund~~the ~~certain~~transactions ~~capital~~on ~~expenditures~~the ~~and~~terms ~~for~~described ~~general corporate~~herein ~~purposes~~or at all.

~~Covenants~~FORWARD-LOOKING ~~– The~~STATEMENTS Senior Credit Facility contains financial covenants relating to the maintenance of (a) minimum consolidated resort EBITDA (resort earnings before interest, taxes, depreciation and amortization, adjusted for certain items specified in the Senior Credit Facility) measured quarterly on a rolling four quarter basis (“Minimum Resort EBITDA”), (b) a minimum ratio of (y) consolidated EBITDA (earnings before interest, taxes, depreciation, depletion, amortization and noncash cost of real estate sales, adjusted for certain items specified in the Senior Credit Facility), less $4,000,000, less cash income taxes actually paid during the period to (z) consolidated debt service (the sum of interest, cash payments of principal made in respect of capitalized lease obligations and mandatory reductions under the Term Facility, adjusted for certain items specified in the Senior Credit Facility) measured quarterly on a rolling four quarter basis (the “Leverage Ratio”), and (c) a maximum adjusted consolidated leverage ratio (the ratio of secured indebtedness of the Company and its subsidiaries (with certain exceptions specified in the Senior Credit Facility) to the sum of the Company’s consolidated net worth, as adjusted pursuant to the Senior Credit Facility, and the aggregate principal amount of outstanding Senior Notes (“Adjusted Leverage Ratio”)).

~~After~~Except ~~giving~~for ~~effect~~historical tomatters, the ~~Fifth~~matters ~~Amendment,~~discussed ~~the~~in ~~Company~~this isReport ~~required~~are forward-looking statements that involve risks and uncertainties. The forward-looking statements are made pursuant to ~~have~~the ~~Minimum~~safe ~~Resort~~harbor ~~EBITDA~~provisions of ~~(i)~~the ~~$19,500,000~~Private ~~during~~Securities ~~each~~Litigation ~~rolling~~Reform Act of 1995. The reader can identify these statements by ~~four~~forward-looking ~~quarter~~words ~~period~~such ~~through~~as ~~April~~“may,” 29“will,” ~~2005~~“expect,” ~~and~~“plan,” ~~(ii)~~“intend,” ~~$20~~“anticipate,~~500~~” “believe,~~000~~” ~~during~~“estimate,” ~~each~~and ~~rolling~~“continue” ~~four~~or ~~quarter~~similar ~~period~~words. ~~from~~Forward-looking statements ~~April~~are ~~30,~~based ~~2005~~on management’s current views and ~~thereafter.~~assumptions Itand isinvolve ~~also~~risks ~~required~~and touncertainties ~~maintain~~that ~~(a)~~could asignificantly ~~minimum~~affect ~~Leverage~~expected ~~Ratio~~results. ofThe ~~(i)~~Company 1wishes to 1caution ~~through~~the ~~October~~reader ~~29,~~that ~~2004,~~certain ~~(ii)~~factors ~~1.1~~could significantly and tomaterially 1affect ~~from~~the ~~October~~Company’s 30actual results, ~~2004~~causing ~~through~~results ~~July~~to ~~29,~~differ ~~2005,~~materially ~~and~~from ~~(iii)~~those 1in any forward-looking statement.3 Please refer to 1“Risk ~~thereafter~~Factors” and ~~(b)~~“Forward-Looking aStatements” ~~maximum~~included ~~Adjusted~~in ~~Leverage~~the ~~Ratio~~Company’s Form of10-K ~~.65~~for tothe 1fiscal year ended October 29, 2004 on file with the Securities and Exchange Commission.

The Senior Credit Facility also contains restrictive covenants pertaining to the management and operation of the Company and its subsidiaries. The covenants include, among others, significant limitations on indebtedness, guarantees, letters of credit, liens, investments, distributions, capital expenditures, mergers, acquisitions, asset sales, fundamental corporate changes, transactions with affiliates, optional payments and modification of debt instruments and issuances of stock.

Events of Default – The Senior Credit Facility provides for events of default customary in facilities of this type, including (i) failure to make payments when due, (ii) breach of covenants, (iii) breach of representations or warranties in any material respect when made, (iv) default by the Company or its direct parent under any agreement relating to financing debt for borrowed money in excess of $2,000,000, (v) bankruptcy defaults, (vi) judgments in excess of $2,000,000 (after consideration of applicable insurance proceeds), (vii) ERISA defaults, (viii) any security document ceasing to be in full force and effect or any security interest created thereby ceasing to be enforceable and of the same effect and priority purported to be created thereby; and (ix) a change of control of the Company.

Item 9.01. Financial Statements and Exhibits.

Description of Exhibit		Exhibit No.
Fifth Amendment dated September 22, 2004 to Amended and Restated Credit Agreement dated as of March 15, 2002 among Booth Creek Ski Holdings, Inc., the other Borrowers thereunder, the Guarantor named therein, the Lenders named therein, and U.S. Bank National Association as Agent for the Lenders.		10.1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOOTH CREEK SKI HOLDINGS, INC.
Dated: September 24, 2004	By:	/s/ Brian J. Pope
Dated: April 19, 2005	By:	/s/ Elizabeth J. Cole
	Name:	~~Brian~~Elizabeth J. ~~Pope~~Cole
	Title:	Executive Vice President ofand ~~Accounting~~Chief ~~and~~Financial ~~Finance~~Officer

Exhibit Index

Description of Exhibit		Exhibit No.
Fifth Amendment dated September 22, 2004 to Amended and Restated Credit Agreement dated as of March 15, 2002 among Booth Creek Ski Holdings, Inc., the other Borrowers thereunder, the Guarantor named therein, the Lenders named therein, and U.S. Bank National Association as Agent for the Lenders.		10.1

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