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Long-Term Debt | 12 Months Ended
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Jul. 31, 2011
Long-Term Debt |
Long-Term Debt |
4. | Long-Term Debt
Long-term debt as of July 31, 2011 and 2010 is summarized as follows (in thousands):
|  | Fiscal Year Maturity (a) |  | July 31, 2011 |  |  | July 31, 2010 |
Credit Facility Revolver (b) |  | 2016 |  | $ | -- |  |  | $ | 35,000 |
Industrial Development Bonds (c) |  | 2020 |  |  | 41,200 |  |  |  | 42,700 |
Employee Housing Bonds (d) |  | 2027-2039 |  |  | 52,575 |  |  |  | 52,575 |
6.50% Notes (e) |  | 2019 |  |  | 390,000 |  |  |  | -- |
6.75% Notes (e) |  | -- |  |  | -- |  |  |  | 390,000 |
Other (f) |  | 2012-2029 |  |  | 7,968 |  |  |  | 6,436 |
Total debt |  |  |  |  | 491,743 |  |  |  | 526,711 |
Less: Current maturities (g) |  |  |  |  | 1,045 |  |  |  | 1,869 |
Long-term debt |  |  |  | $ | 490,698 |  |  | $ | 524,842 |
(a) | Maturities are based on the Company's July 31 fiscal year end.
(b) | On January 25, 2011, The Vail Corporation (the "Vail Corp"), a wholly-owned subsidiary of the Company, amended and restated its senior credit facility (the "Credit Facility"). Key modifications to the Credit Facility included, among other things, the extension of the maturity on the revolving credit facility from February 2012 to January 2016; increased grid pricing for interest rate margins (as of July 31, 2011, under the Credit Facility, at LIBOR plus 1.25%) and commitment fees (as of July 31, 2011, under the Credit Facility, at 0.25%); the expansion of baskets related to the Company's ability to incur debt and make acquisitions, investments and distributions; and the elimination of certain financial covenants. The Credit Facility is governed by the Fifth Amended and Restated Credit Agreement ("Credit Agreement") between Vail Corp, Bank of America, N.A., as administrative agent, U.S. Bank National Association and Wells Fargo Bank, National Association as co-syndication agents, JPMorgan Chase Bank, N.A. and Deutsche Bank Securities Inc. as Co-Documentation Agents and the Lenders party thereto, and consists of a $400 million revolving credit facility. The Company's obligations under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of the Company and substantially all of its subsidiaries. The proceeds of loans made under the Credit Agreement may be used to fund the Company's working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. The Credit Agreement matures January 25, 2016. Borrowings under the Credit Agreement bear interest annually at a rate of (i) LIBOR plus a margin or (ii) the Agent's prime lending rate. Interest rate margins may fluctuate based upon the ratio of the Company's Net Funded Debt to Adjusted EBITDA (as such terms are defined in the Credit Agreement) on a trailing four-quarter basis. The Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, times the daily amount by which the Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit. The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the Adjusted EBITDA to interest on Funded Debt (as defined in the Credit Agreement) ratio does not fall below the minimum ratio allowed at quarter-ends. The Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company's ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio. On April 13, 2011, Vail Corp entered into the First Amendment (the "First Amendment") to its Credit Agreement. The First Amendment amended certain of the negative covenants in the Credit Agreement, including providing for increased capacity for investments in similar businesses, increased capacity for debt incurrence, and permitting distributions of the proceeds of sales of certain real estate developments. The First Amendment became effective upon the closing of the 6.50% Notes on April 25, 2011.
(c) | The Company has outstanding $41.2 million of industrial development bonds, which were issued by Eagle County, Colorado (the "Eagle County Bonds") and mature, subject to prior redemption, on August 1, 2019. These bonds accrue interest at 6.95% per annum, with interest being payable semi-annually on February 1 and August 1. The promissory note with respect to the Eagle County Bonds between Eagle County and the Company is collateralized by the Forest Service permits for Vail and Beaver Creek.
(d) | The Company has recorded for financial reporting purposes the outstanding debt of four Employee Housing Entities (each an "Employee Housing Entity" and collectively the "Employee Housing Entities"): Breckenridge Terrace, Tarnes, BC Housing and Tenderfoot. The proceeds of the Employee Housing Bonds were used to develop apartment complexes designated primarily for use by the Company's seasonal employees at its mountain resorts. The Employee Housing Bonds are variable rate, interest-only instruments with interest rates tied to LIBOR plus 0% to 0.05% (0.19% to 0.24% as of July 31, 2011). Interest on the Employee Housing Bonds is paid monthly in arrears and the interest rate is adjusted weekly. No principal payments are due on the Employee Housing Bonds until maturity. Each Employee Housing Entity's bonds were issued in two series. The bonds for each Employee Housing Entity are backed by letters of credit issued under the Credit Facility. The table below presents the principal amounts outstanding for the Employee Housing Bonds as of July 31, 2011 (in thousands):
|  | Maturity (a) |  | Tranche A |  |  | Tranche B |  |  | Total
Breckenridge Terrace |  | 2039 |  | $ | 14,980 |  |  | $ | 5,000 |  |  | $ 19,980
Tarnes |  | 2039 |  |  | 8,000 |  |  |  | 2,410 |  |  | 10,410
BC Housing |  | 2027 |  |  | 9,100 |  |  |  | 1,500 |  |  | 10,600
Tenderfoot |  | 2035 |  |  | 5,700 |  |  |  | 5,885 |  |  | 11,585
Total |  |  |  | $ | 37,780 |  |  | $ | 14,795 |  |  | $ 52,575
(e) | On April 25, 2011, the Company completed an offering for $390 million of 6.50% Notes the proceeds of which, along with available cash resources, were used to purchase the outstanding $390 million principal amount of the 6.75% Notes and pay related premiums, fees and expenses. The 6.50% Notes have a fixed annual interest rate of 6.50% and will mature May 1, 2019 with no principal payments due until maturity. The Company has certain early redemption options under the terms of the 6.50% Notes. The premium for early redemption of the 6.50% Notes ranges from 4.875% to 0%, depending on the date of redemption. The 6.50% Notes are subordinated to certain of the Company's debts, including the Credit Agreement, and will be subordinated to certain of the Company's future debts. The Company's payment obligations under the 6.50% Notes are jointly and severally guaranteed by substantially all of the Company's current and future domestic subsidiaries. The indenture governing the 6.50% Notes contains restrictive covenants, which, among other things, limit the ability of Vail Resorts and its Restricted Subsidiaries (as defined in the Indenture) to (i) borrow money or sell preferred stock, (ii) create liens, (iii) pay dividends on or redeem or repurchase stock, (iv) make certain types of investments, (v) sell stock in the Restricted Subsidiaries, (vi) create restrictions on the ability of the Restricted Subsidiaries to pay dividends or make other payments to the Company, (vii) enter into transactions with affiliates, (viii) issue guarantees of debt and (ix) sell assets or merge with other companies. Pursuant to the registration rights agreement executed as part of the offering of the 6.50% Notes, the Company agreed to file an exchange offer registered under the Securities Act on or prior to 210 days after the closing of the offering, with such registration statement being declared effective on or prior to 270 days after the closing of the offering, and to exchange the notes for a new issue of substantially identical debt securities and guarantees. If the Company fails to satisfy its obligations under the registration rights agreement, it will be required to pay additional interest to the holders of the notes. The Company purchased the 6.75% Notes for a call price of 101.125% of the principal balance due to the early redemption. A loss on extinguishment of debt in the amount of $7.4 million was recorded during the year ended July 31, 2011 in connection with the transaction. The 6.75% Notes were completely retired as of July 31, 2011.
(f) | Other obligations primarily consist of a $5.8 million note outstanding to the Colorado Water Conservation Board, which matures on September 16, 2028, and capital leases totaling $2.2 million. Other obligations, including the Colorado Water Conservation Board note and the capital leases, bear interest at rates ranging from 1.0% to 6.0% and have maturities ranging from in the year ending July 31, 2012 to the year ending July 31, 2029.
(g) | Current maturities represent principal payments due in the next 12 months.
Aggregate maturities for debt outstanding as of July 31, 2011 reflected by fiscal year are as follows (in thousands):
|  | Total
2012 |  | $ 1,045
2013 |  | 949
2014 |  | 509
2015 |  | 533
2016 |  | 244
Thereafter |  | 488,463
Total debt |  | $ 491,743
The Company recorded gross interest expense of $34.2 million, $33.8 million and $35.2 million for the years ended July 31, 2011, 2010 and 2009, respectively, of which $1.7 million, $1.6 million and $2.0 million was amortization of deferred financing costs. The Company capitalized $0.6 million, $16.3 million and $7.6 million of interest during the years ended July 31, 2011, 2010 and 2009, respectively. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 4 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 + Details
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