Exhibit 10.1
As of February 14, 2006
VIA OVERNIGHT COURIER AND FAX - 435-615-4780
Grand Summit Resort Properties, Inc.
136 Heber Avenue, Suite 303
Park City, Utah 84098
Attention: Helen Wallace
VIA OVERNIGHT COURIER AND FAX - 207-791-2607
Grand Summit Resort Properties, Inc.
One Monument Way
Portland, Maine 04104
Attn: General Counsel
Re: Modification to the existing terms and conditions for the Steamboat auction
Dear Ladies and Gentlemen:
Pursuant to the Steamboat auction scheduled for Saturday, March 18, 2006 (the
"March 2006 Auction"), Textron Financial Corporation ("TFC" or "Textron
Financial") requested and received approval for the following terms and
conditions:
Waiver of the 3/31/06 paydown requirement: GSRP's Senior Loan Facility is
required to be paid down to $5.0 million as of March 31, 2006. However, with the
announcement of the March 2006 Auction and assuming that said auction is so
held, no further significant sales volume is expected and TFC hereby waives the
$5.0 million requirement for March 31, 2006. The Senior Loan Facility is
required to be paid down to $0 at June 30, 2006, which is also the maturity date
of such facility, and that requirement is not being changed and will remain in
effect.
Reset the Minimum Release Prices: In connection with and solely for the March
2006 Auction, TFC has redetermined the Release Prices for the unsold Steamboat
residential inventory to 85% of gross auction day sale price per interest sold,
provided that, if the March 2006 Auction should result in a cumulative
(on-the-run) discount of more than 50% from list prices, in TFC's sole
discretion, then TFC reserves the right to rescind such redetermination and
re-impose the existing Release Price requirements, except with respect to the
interests sold on an absolute basis. To the extent that any auction sales are to
be financed and the resulting notes purchased under the Note Purchase Agreement,
it should be highlighted that the reserve under the Note Purchase Agreement will
not be funded with Release Price proceeds but instead through Borrower's excess
cash flow.
Modify the terms of the Purchase Facility: Effective 30 days from the date
hereof, RFD will make available to you the following terms under the Note
Purchase Agreement (the Note Purchase Agreement continues to be a fully
discretionary facility):
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Fractional Whole Units
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Maximum Loan Balance $100,000 $400,000
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Interest Rate 6.99% year one 6.49% year one
8.99% thereafter 8.49% thereafter
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Reserve Amount 5% 3%
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Down Payment 20% 20%
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Maximum Term 10 year 15 year
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Amortization 10 or 15 year 15 or 20 year
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Minimum FICO Score 680 700
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Maximum Debt to Income Ratio 40% 38%
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Allow the first 100 interests to be sold on an absolute basis: In connection
with the March 2006 Auction, TFC confirms its consent to the sale of no more
than 100 eighth share fractional interests on an absolute auction basis,
provided that TFC is satisfied with the mix of fractional interests to be so
offered. While TFC is willing to consider additional lots of eighth share
fractional interests to be offered on an absolute auction basis, it reserves its
right to approve each such lot on a case-by-case basis at the March 2006
Auction.
The effectiveness of the terms in this letter is subject to documentation in
form and substance satisfactory to TFC.
Please execute and return to us a copy of this letter attached hereto to reflect
your confirmation of, and agreement with respect to, the foregoing, whereupon
this letter shall then become effective, provided that you shall be deemed to
have been validly informed of the terms of the purchase facility referred to
above and the same shall become effective 30 days from the date hereof (subject
to satisfactory documentation). If we shall have not received an executed copy
of this letter from you by February 16, 2006, this letter and its contents
contained herein shall be deemed null and void.
TEXTRON FINANCIAL
CORPORATION, as Administrative Agent on
behalf of the Lenders, and on its own
behalf as the Special Subordinated Lender
and Textron Business Services, Inc., as
Buyer under the Note Purchase Agreement
By /s/ Robert V. Bellacosa
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Name: Robert V. Bellacosa
Title: Vice President
CONFIRMED AND AGREED TO:
GRAND SUMMIT RESORT PROPERTIES, INC.
By: /s/ Foster A. Stewart
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Name: Foster A. Stewart
Title: Senior Vice President