EXHIBIT 10.11(r)
SECOND AMENDMENT TO PLEDGE AGREEMENT
This Second Amendment to Pledge Agreement (this "AMENDMENT") is
entered into as of December 30, 1996 among the undersigned. Capitalized terms
used but not defined in this Amendment (unless otherwise indicated) have the
meaning given such terms in the Pledge Agreement (defined below).
RECITALS
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1. THE VAIL CORPORATION, a Colorado corporation (with its successors,
"BORROWER") and NationsBank of Texas, N.A., as agent (with its successors in
such capacity, "AGENT"), and the banks party thereto ("BANKS") entered into that
certain Credit Agreement dated as of November 23, 1993 (as amended by (i) that
certain Amended and Restated Permanent Credit Agreement dated as of February 7,
1994, (ii) that certain First Amendment to Amended and Restated Permanent Credit
Agreement dated as of June 1, 1994, (iii) that certain Second Amended and
Restated Credit Agreement dated as of March 31, 1995, (iv) that certain First
Amendment to Second Amended and Restated Credit Agreement dated as of December
30, 1996, and (v) as further amended from time to time, the "CREDIT AGREEMENT").
A. Borrower, VAIL ASSOCIATES, INC., a Colorado corporation (now known
as Vail Holdings, Inc., with its successors, "VHI"), BEAVER CREEK ASSOCIATES,
INC., a Colorado corporation (with its successors, "BEAVER CREEK"), VAIL
ASSOCIATES REAL ESTATE GROUP, INC., a Colorado corporation (with its successors,
"VAREG"), and VAIL ASSOCIATES REAL ESTATE, INC., a Colorado corporation (with
its successors, "VARE") (Borrower, VHI, Beaver Creek, VAREG and VARE
collectively, the "OBLIGORS" and each individually, an "OBLIGOR"), and
NATIONSBANK OF TEXAS, N.A., as collateral agent (with its successors in such
capacity, the "COLLATERAL AGENT") for the Secured Parties identified in that
certain Collateral Agency Agreement, dated as of November 23, 1993 (as amended
or replaced from time to time, the "COLLATERAL AGREEMENT"), executed that
certain Pledge Agreement dated as of November 23, 1993 (as amended by that
certain First Amendment to Pledge Agreement dated July, 1994 , and as further
amended from time to time, the "PLEDGE AGREEMENT").
B. Obligors and Banks now desire to amend the Pledge Agreement as set
out in this Amendment and have directed the Collateral Agent to so amend the
Pledge Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the undersigned agree as follows:
1. Amendments to Pledge Agreement.
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(a) The Pledge Agreement's definition of "Pledged Stock" is
amended by deleting the existing definition in its entirety and
substituting the following:
"Pledged Stock means (a) any membership interest in Xxxxxx,
Xxxxx & Xxxxxxxx/Xxxx Associates Real Estate, L.L.C. and (b) all
of the issued and outstanding capital stock now owned or hereafter
acquired by Vail or any Subsidiary of Vail (other than any
Unrestricted Subsidiary) in the corporations identified on EXHIBIT
C, including any additional or substitute membership interests or
shares of capital stock now owned or hereafter acquired by Vail or
any such Subsidiary of Vail in each such corporation issued after
the date hereof and all the capital stock which is required to be
included in this definition pursuant to the provisions of Section
2.B.(d) of this agreement."
(b) Section 2.B.(d) of the Pledge Agreement is hereby amended by
deleting such Section in its entirety and substituting the following:
"(d) The Pledged Stock will at all times include all of the
issued and outstanding capital stock of each corporation
identified on Exhibit C which is a wholly-owned Subsidiary of Vail
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and the Borrower (other than director's qualifying shares and
shares released from the security interest created hereby) and, in
the case of each other Subsidiary of Vail or the Borrower
identified on Exhibit C, all of the issued and outstanding
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capital stock of such Subsidiary owned by Vail or the Borrower or
any Subsidiary (other than an Unrestricted Subsidiary) of Vail or
the Borrower (other than director's qualifying shares and shares
released from the security interest created hereby)."
(c) Exhibit C (Pledged Stock) to the Pledge Agreement is hereby
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amended by deleting such Exhibit in its entirety and substituting
Exhibit C annexed to this Amendment.
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2. Representations and Warranties. Each Obligor represents and
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warrants to Banks that the execution and delivery of this Amendment has been
authorized by all requisite corporate action on the part of each Obligor and
will not violate its organizational documents. Each Obligor further represents
and warrants to Banks that (a) the representations and warranties in each Loan
Paper (as defined in the Credit Agreement) to which it is a party are true and
correct in all material respects on and as of the date of this Amendment as
though made on the date of this Amendment (except to the extent that (i) such
representations and warranties speak to a specific date or (ii) the facts on
which such representations and warranties are based have been changed by
transactions contemplated or permitted by the Credit Agreement), (b) no Material
Adverse Event (as defined in the Credit Agreement) has occurred and no Default
or Potential Default (each as defined in the Credit Agreement) has occurred and
is continuing, and (c) no Enforcement Notice is in effect.
3. Counterparts. This Amendment may be executed in any number of
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counterparts with the same effect as if all signatories had signed the same
document. All counterparts must be construed together to constitute one and the
same instrument.
4. Governing Law. This Amendment must be construed--and its
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performance enforced--under New York law.
This Amendment is executed as of the date set forth in the preamble.
[Remainder of Page Left Intentionally Blank, Signatures on Following Pages]
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VAIL HOLDINGS, INC., fka Vail Associates, Inc.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
THE VAIL CORPORATION, dba Vail Associates, Inc.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
BEAVER CREEK ASSOCIATES, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
VAIL ASSOCIATES REAL ESTATE GROUP, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
VAIL ASSOCIATES REAL ESTATE, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
NATIONSBANK OF TEXAS, N.A.,
as Collateral Agent
By:___________________________________________
Xxxxx X. Xxxxxxx, Senior Vice President
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The undersigned directed the Collateral Agent
to obtain, and hereby accept, this Second
Amendment to Pledge Agreement:
NATIONSBANK OF TEXAS, N.A.,
as a Bank and as Agent
By:___________________________________________
Xxxxx X. Xxxxxxx, Senior Vice President
NORWEST BANK COLORADO, NATIONAL
ASSOCIATION, as a Bank
By:___________________________________________
Name:_________________________________________
Title:________________________________________
THE FIRST NATIONAL BANK OF BOSTON,
as a Bank
By:___________________________________________
Name:_________________________________________
Title:________________________________________
COLORADO NATIONAL BANK, as a Bank
By:___________________________________________
Name:_________________________________________
Title:________________________________________
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EXHIBIT C
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PLEDGED STOCK
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AUTHORIZED AND
OUTSTANDING PLEDGED PERCENTAGE
CORPORATE NAMES SHARES PAR VALUE STOCK\INTEREST OWNED
----------------------------- -------------- --------- --------------- -----------
Vail Food Services, Inc. 1,000 $1.00 1,000 100%
Vail Associates Real 1,000/1/ $1.00 800 80%
Estate, Inc.
The Vail Corporation 1,000 $1.00 1,000 100%
Beaver Creek Consultants, 1,000 $1.00 1,000 100%
Inc.
Beaver Creek Associates, 1,000 $1.00 1,000 100%
Inc.
Vail Associates 1,000 $1.00 1,000 100%
Consultants, Inc.
Beaver Creek Food 1,000 $1.00 1,000 100%
Services, Inc.
Vail/Beaver Creek Resort 1,000/2/ $1.00 800 80%
Properties, Inc. (formerly
Vail Associates
Hospitality Corporation)
Piney River Ranch, Inc. 1,000 $1.00 1,000 100%
Vail Associates Ranch and 1,000 $1.00 1,000 100%
Land Company
Vail Trademarks, Inc. 1,000 $1.00 1,000 100%
Vail Associates Real 1,000 $1.00 1,000 100%
Estate Group, Inc.
Vail Associates Holdings, 1,000 $1.00 1,000 100%
Ltd.
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/1/ 20% of the outstanding shares of common stock owned by Xxxxxxxx X. Xxxxxx.
/2/ 20% of the outstanding shares of common stock owned by Xxxx X. Xxxxxxx.
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Vail Associates 1,000 $1.00 1,000 100%
Management Company
Vail/Arrowhead, Inc. 1,000 $1.00 1,000 100%
Xxxxxx, Xxxxx & NA NA 50% 50%/3/
Xxxxxxxx\Vail Associates
Real Estate, L.L.C.
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/3/ The remaining 50% Membership Interest is owned by Xxxxxx, Xxxxx & Xxxxxxxx,
Inc.
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