8-K

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): December 29, 2008

Blue Ridge Real Estate Company

Big Boulder Corporation

(Exact Name of Registrant Specified in Charter)

0-28-44 (Blue Ridge)

24-0854342 (Blue Ridge)

Pennsylvania

0-28-43 (Big Boulder)

24-0822326 (Big Boulder)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

P. O. Box 707, Blakeslee, Pennsylvania                       18610-0707

(Address of Principal Executive Offices)                                                       (Zip Code)

(570) 443-8433

(Registrant’s telephone number, including area code)

Not Applicable

(Former name and 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 Section 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))

DB1/62436020.2

Item 1.01

Entry into a Material Definitive Agreement

As previously disclosed, on December 11, 2006, Blue Ridge Real Estate Company (the “Company”), entered into a Mortgage and Security Agreement (the “First Mortgage”) and a $3,000,000 Promissory Note (the “$3,000,000 Note”) with State Farm Bank, F.S.B. (the “Bank”).  Under the terms of the Mortgage and the $3,000,000 Note, the Bank extended the principal sum of $3,000,000 (the “First Loan”) to the Company.  The $3,000,000 Note is secured by the First Mortgage, which encumbers certain real property known as the Walgreen Store located in Dover Township, Ocean County, New Jersey.  The maturity date of the First Loan is January 1, 2009.

As previously disclosed, on December 15, 2006, the Company also entered into another Mortgage and Security Agreement (the “Second Mortgage”) and a $4,000,000 Promissory Note (the “$4,000,000 Note” and, together with the $3,000,000 Note, the “Notes”) with the Bank.  Under the terms of the Second Mortgage and the $4,000,000 Note, the Bank extended the principal sum of $4,000,000 (the “Second Loan” and together with the First Loan, the “Loans” and each a “Loan”) to the Company.  The $4,000,000 Note is secured by the Second Mortgage, which encumbers certain real property known as the Walgreen Store located in White Bear Lake, Washington County, Minnesota.  The maturity date of the Second Loan is January 1, 2009.

On December 29, 2008, the Company entered two Letter Agreements with the Bank (the “Agreements” and each, and “Agreement”) for a one year extension of the term of each of the Loans.  Pursuant to the Agreements, the extended maturity date for each Loan shall now be January 1, 2010.

The interest rate for the Notes, applicable during the one year extension, shall be calculated by adding the LIBOR Rate, as defined in the Note, in effect two LIBOR Business Days prior to the commencement of the next succeeding Interest Period plus 450 basis points over the one-month LIBOR Rate.  The LIBOR Rate in effect on December 30, 2008 was 0.45%.  The interest rate in effect for January 2009 is 4.95%.

All of the other terms and provisions of the original Mortgages and Notes remain unaltered and in full force and effect.

The foregoing is only a summary of the Agreements.  You are urged to read the Agreements in their entirety for a more complete description of the terms and conditions of each.  A copy of each of the Agreements is attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The description of the terms and conditions of the Agreements in “Item 1.01. Entry into a Material Definitive Agreement” of this Report is incorporated into this Item 2.03 by reference.

DB1/62436020.2

Item 9.01   

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
10.1	Letter Agreement, dated December 29, 2008, between Blue Ridge Real Estate Company and State Farm Bank, F.S.B. ($3,000,000 Loan)
10.2	Agreement, dated December 29, 2008, between Blue Ridge Real Estate Company and State Farm Bank, F.S.B. ($4,000,000 Loan)

DB1/62436020.2

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.

	BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION
Date:  January 5, 2009	By:  /s/ Eldon D. Dietterick
	Name: Eldon D. Dietterick Title: Executive Vice President and Treasurer

DB1/62436020.2

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement, dated December 29, 2008, between Blue Ridge Real Estate Company and State Farm Bank, F.S.B. ($3,000,000 Loan)
10.2	Agreement, dated December 29, 2008, between Blue Ridge Real Estate Company and State Farm Bank, F.S.B. ($4,000,000 Loan)

DB1/62436020.2

EX-10

STATE FARM BANK

One State Farm Plaza

Bloomington, IL  61710-0001

December 23, 2008

VIA OVERNIGHT MAIL

Blue Ridge Real Estate Company

Attn: Eldon D. Dietterick

Rt. 940 & Moseywood Road

P.O. Box 707

Blakeslee, PA 18610-0707

Re: Blue Ridge Real Estate Company ("Borrower")/Extension of State Farm Bank, Loan No. SFB0097, 2353 Lakewood Road, Tom's River, NJ 08754 ("Secured Property")

Dear Mr. Dietterick:

State Farm Bank, F.S.B. ("State Farm") previously made a loan to Borrower in the original principal amount of $3,000,000.00 as evidence by a certain promissory note dated December 11, 2006 ("Note") executed and delivered by Borrower, which Note is secured by, among other things, a certain Mortgage And Security Agreement of even date therewith ("Mortgage"), encumbering the Secured Property as well as a certain Guaranty Agreement ("Guaranty") executed by Big Boulder Corporation, BBC Holdings, Inc. and BRRE Holdings, Inc. (collectively, the "Guarantor") also of even date therewith. The Note, Mortgage, Guaranty and all other documents and instruments in connection therewith are hereinafter referred to collectively as the "Loan Documents".

Borrower has requested, pursuant to the Loan Documents, a one (1) year extension of the term of the Loan. Provided that Borrower satisfies all of the terms and conditions precedent set forth in the Loan Documents, State Farm is willing to grant the requested extension of the original Loan term. As a result, the new or extended maturity date with respect to the Loan shall be January 1, 2010.

The interest rate for the Note, applicable during the one year extension, shall be set two (2) LIBOR Business Days (as defined in the Note) prior to the original maturity date i.e., January 1, 2009. The interest rate shall be calculated by adding the LIBOR Rate (as defined in the Note) in effect on said date to State Farm's current interest rate spread for floating rate first mortgage financing as determined by State Farm (the "Spread"). In this particular case, said Spread shall be 450 basis points over the one-month LIBOR Rate.

Except for the aforesaid one (1) year extension of the Loan term and spread change, all of the terms and provisions of the Loan Documents shall remain unaltered and in full force and effect.

Please acknowledge the terms set forth herein by signing a duplicate original of this Letter Agreement and returning it to State Farm on or before Monday, December 29, 2008.

Sincerely,

STATE FARM BANK, F.S.B.

By: /s/ David C. Graves
      David C. Graves
      Vice President of Commercial Real Estate

Accepted and Approved

this 29^th day of December, 2008.

Blue Ridge Real Estate Company, Borrower

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

Exec. Vice President & Treasurer

Big Boulder Corporation

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

Exec. Vice President & Treasurer

BRRE Holdings, Inc., Guarantor

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

President & Treasurer

BBC Holdings, Inc., Guarantor

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

President & Treasurer

EX-10

STATE FARM BANK

One State Farm Plaza

Bloomington, IL  61710-0001

December 23, 2008

VIA OVERNIGHT MAIL

Blue Ridge Real Estate Company

Attn: Eldon D. Dietterick

Rt. 940 & Moseywood Road

P.O. Box 707

Blakeslee, PA 18610-0707

Re:

Blue Ridge Real Estate Company ("Borrower")/Extension of State Farm Bank,
Loan No. SFB0096, 915 Wildwood Road, White Bear Lake, MN 55110 ("Secured Property")

Dear Mr. Dietterick:

State Farm Bank, F.S.B. ("State Farm") previously made a loan to Borrower in the original principal amount of $4,000,000.00 as evidence by a certain promissory note dated December 15, 2006 ("Note") executed and delivered by Borrower, which Note is secured by, among other things, a certain Mortgage And Security Agreement of even date therewith ("Mortgage"), encumbering the Secured Property as well as a certain Guaranty Agreement ("Guaranty") executed by Big Boulder Corporation, BBC Holdings, Inc. and BRRE Holdings, Inc. (collectively, the "Guarantor") also of even date therewith. The Note, Mortgage, Guaranty and all other documents and instruments in connection therewith are hereinafter referred to collectively as the "Loan Documents".

Borrower has requested, pursuant to the Loan Documents, a one (1) year extension of the term of the Loan. Provided that Borrower satisfies all of the terms and conditions precedent set forth in the Loan Documents, State Farm is willing to grant the requested extension of the original Loan term. As a result, the new or extended maturity date with respect to the Loan shall be January 1, 2010.

The interest rate for the Note, applicable during the one year extension, shall be set two (2) LIBOR Business Days (as defined in the Note) prior to the original maturity date i.e., January 1, 2009. The interest rate shall be calculated by adding the LIBOR Rate (as defined in the Note) in effect on said date to State Farm's current interest rate spread for floating rate first mortgage financing as determined by State Farm (the "Spread"). In this particular case, said Spread shall be 450 basis points over the one-month LIBOR Rate.

Except for the aforesaid one (1) year extension of the Loan term and spread change, all of the terms and provisions of the Loan Documents shall remain unaltered and in full force and effect.

Please acknowledge the terms set forth herein by signing a duplicate original of this Letter Agreement and returning it to State Farm on or before Monday, December 29, 2008.

STATE FARM BANK, F.S.B.

By: /s/ David C. Graves

      David C. Graves

      Vice President of Commercial Real Estate

Accepted and Approved

this 29^th day of December, 2008.

Blue Ridge Real Estate Company, Borrower

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

Exec. Vice President & Treasurer

Big Boulder Corporation

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

Exec. Vice President & Treasurer

BRRE Holdings, Inc., Guarantor

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

President & Treasurer

BBC Holdings, Inc., Guarantor

By: /s/ Eldon D. Dietterick

Name:

Eldon D. Dietterick

Title:

President & Treasurer