Exhibit 10.1 AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDMENT 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Amendment"), dated as of January 23, 2003 between Booth Creek Ski Group, Inc., a Delaware corporation ("Parent"),...Employment Agreement • March 17th, 2003 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Colorado
8. Representations and Warranties 48 8.1 Organization and Business 48 8.1.1 The Borrowers 48 8.1.2 Qualification 48 8.2 Financial Statements and Other Information. 48 8.3 Changes in Condition 49 8.4 Agreements Relating to Financing Debt, Investments,...Credit Agreement • January 29th, 1999 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
1 EXHIBIT 4.1 Supplemental IndentureSupplemental Indenture • March 9th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • New York
ORIGINAL BOOTH CREEK SKI GROUP, INC. SECURITIES PURCHASE AND AMENDMENT AGREEMENT Relating to the Issuance of $9,796,014 Notes due November 27, 2008 414.5 Shares of Class A Common Stock 1,361.8 Shares of Class B Common Stock Warrants for 783.7 Shares...Securities Purchase Agreement • January 29th, 1999 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
EXHIBIT 2.1 AGREEMENT OF MERGER DATED AS OF AUGUST 28, 1998Merger Agreement • September 14th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Pennsylvania
OFOperating Agreement • March 13th, 2000 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Delaware
ASSET PURCHASE AGREEMENT BY AND BETWEEN BOOTH CREEK SKI HOLDINGS, INC., a Delaware corporation, AS SELLER, AND GT ACQUISITION I, LLC a Delaware limited liability company, AS BUYER DATED AS OF MARCH 21, 2000Asset Purchase Agreement • July 6th, 2000 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • New York
OFPurchase and Sale Agreement • March 13th, 2000 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • California
RECITALSMerger Agreement • March 9th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Delaware
Exhibit 10.30 Restricted Stock Agreement by and between Booth Creek Ski Group, Inc. and Timothy H. Beck RESTRICTED STOCK AGREEMENT This Agreement is entered into as of the 22nd day of January, 2002, by and between Booth Creek Ski Group, Inc., a...Restricted Stock Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
Form of Stockholders Agreement dated January 22, 2002 among Christopher P. Ryman, Elizabeth J. Cole, Timothy H. Beck, Brian J. Pope, John Hancock Life Insurance Company, Hancock Mezzanine Partners, L. P., CIBC WG Argosy Merchant Fund 2, L. L. C.,...Stockholders Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
BOOTH CREEK SKI GROUP, INC. 1997 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • January 29th, 1999 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Delaware
Exhibit 10.28 Amended and Restated Employment Agreement by and between Booth Creek Ski Group, Inc., Booth Creek Ski Holdings, Inc. and Elizabeth J. Cole AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of...Employment Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Colorado
BOOTH CREEK SKI GROUP, INC. $5,345,826.78 Notes due November 27, 2008 9108.50 Shares of Class B Common Stock SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 1st, 2000 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
By: /s/ Brian J. Pope ---------------------------- Name: Brian J. Pope Title: Vice President FLEET NATIONAL BANK, as Agent for the Lenders under the Credit Agreement and on its own behalfCredit Agreement • March 17th, 2003 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
Exhibit 10.33 Deferred Compensation Agreement by and between Booth Creek Ski Group, Inc. and Brian J. Pope DEFERRED COMPENSATION AGREEMENT This Agreement is entered into as of the 22nd day of January, 2002, by and between Booth Creek Ski Group, Inc.,...Deferred Compensation Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
Exhibit 10.1 Amended and Restated Credit Agreement AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 15, 2002Credit Agreement • March 18th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
RECITALSSupplemental Indenture • February 8th, 1999 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • New York
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of February 26, 1998Registration Rights Agreement • March 9th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • New York
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement, ("Agreement"), dated as of July 22, 2002, is entered into by and among BEAR MOUNTAIN RESORT, INC, a California corporation ("Buyer"), SNOW SUMMIT SKI CORPORATION, a California Corporation...Stock Purchase Agreement • September 16th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • California
WAIVER ------ This Waiver (this "Waiver") is entered into as of this 14th day of June, 1999, by and among BOOTH CREEK SKI HOLDINGS, INC., BOOTH CREEK SKI ACQUISITION CORP., TRIMONT LAND COMPANY, SIERRA-AT-TAHOE, INC., BEAR MOUNTAIN, INC., WATERVILLE...Waiver • June 14th, 1999 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
AMENDMENT NO. 2 TO CREDIT AGREEMENT AS AMENDED AND RESTATEDCredit Agreement • September 15th, 1997 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
OFPurchase and Sale Agreement • October 10th, 2000 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • California
2- 3 6. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together...Waiver Agreement • January 29th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
Exhibit 10.34 Severance agreement by and between Booth Creek Ski Group, Inc., Booth Creek Ski Holdings, Inc., and Brian J. Pope BOOTH CREEK SKI HOLDINGS, INC. BOOTH CREEK SKI GROUP, INC. 1000 S. Frontage Road West, Suite 100 Vail CO 81657 January 22,...Severance Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 18, 1997Merger Agreement • March 9th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Delaware
1 EXHIBIT 10 FORM OF AGREEMENT This Agreement (the "Agreement") is entered into this ___ day of ____, ______ by and between Booth Creek Ski Holdings, Inc., a Delaware corporation ("Company"), and Timothy H. Beck ("Executive"), an individual residing...Employment Agreement • March 13th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
As of October 27, 1997 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...Credit Agreement • January 29th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
Recitals -------- WHEREAS, 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 Fourth...Credit Agreement • June 15th, 2004 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
Exhibit 10.27 Amended and Restated Employment Agreement by and between Booth Creek Ski Group, Inc., Booth Creek Ski Holdings, Inc. and Christopher P. Ryman AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of...Employment Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Colorado
Northstar-at-Tahoe Amendment) ---------------------------- FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 22, 2000Credit Agreement • January 26th, 2001 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
ESCROW AGREEMENT AND JOINT ESCROW INSTRUCTIONSEscrow Agreement • January 30th, 2002 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
1 EXHIBIT 2.4 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • New York
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 28, 2000Credit Agreement • September 1st, 2000 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation • Massachusetts
AGREEMENTEmployment Agreement • January 29th, 1998 • Booth Creek Ski Holdings Inc • Services-miscellaneous amusement & recreation
