SECOND SUPPLEMENTAL INDENTURE Dated as of October 18, 2002 to INDENTURE Dated as of November 21, 2001 among VAIL RESORTS, INC., as Issuer, the Guarantors named therein, as Guarantors, and THE BANK OF NEW YORK, as Trustee up to $300,000,000

Exhibit 4.6(f)

___________

SECOND SUPPLEMENTAL INDENTURE

Dated as of October 18, 2002

to

INDENTURE

Dated as of November 21, 2001

among

VAIL RESORTS, INC., as Issuer,

the Guarantors named therein, as Guarantors,

and

THE BANK OF NEW YORK, as Trustee

____________________

up to $300,000,000

8 3/4 % Senior Subordinated Notes due 2009

SECOND SUPPLEMENTAL INDENTURE, dated as of October 18, 2002, among Vail Resorts, Inc., a Delaware corporation (the "Issuer"), the Guarantors named on the signature pages hereto (the "Guarantors"), the Additional Guarantors named on the signature pages hereto (collectively the "Additional Guarantors"), and The Bank of New York, as Trustee (the "Trustee").

WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of November 21, 2001, as amended and supplemented by the First Supplemental Indenture dated as of January 16, 2002 (together, the "Indenture"), providing for the issuance of up to $300,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2009 of the Company (the "Notes"); and

WHEREAS, subsequent to the execution of the Indenture and the issuance of $160,000,000 aggregate principal amount of the Notes, each of the Additional Guarantors have become guarantors under the Credit Agreement; and

WHEREAS, pursuant to and as contemplated by Sections 4.18 and 9.01 of the Indenture, the parties hereto desire to execute and deliver this Second Supplemental Indenture for the purpose of providing for the Additional Guarantors to expressly assume all the obligations of a Guarantor under the Notes and the Indenture;

NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Notes, as follows:

I.

ASSUMPTION OF GUARANTEES

The Additional Guarantors, as provided by Section 4.18 of the Indenture, jointly and severally, hereby unconditionally expressly assume all of the obligations of a Guarantor under the Notes and the Indenture to the fullest as set forth in Article 12 of the Indenture; and the Additional Guarantors may expressly exercise every right and power of a Guarantor under the Indenture with the same effect as if they had been named Guarantors therein.

II.

MISCELLANEOUS PROVISIONS

A. Terms Defined.

For all purposes of this Second Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Second Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.

B. Indenture.

Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.

C. Governing Law.

THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

D. Successors.

All agreements of the Company, the Guarantors and the Additional Guarantors in this Second Supplemental Indenture, the Notes and the Guarantees shall bind their respective successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.

E. Duplicate Originals.

The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first written above.

	ISSUER:
	VAIL RESORTS, INC.
	By: Name: Title:	/s/ Xxxxxx Xxxxx Xxxx Xxxxxx Xxxxx Xxxx Senior Vice President
	GUARANTORS:
	GHTV, INC.
	XXXXXXX BROADCASTING, INC.
	VAIL HOLDINGS, INC.
	THE VAIL CORPORATION
	BEAVER CREEK ASSOCIATES, INC.
	BEAVER CREEK CONSULTANTS, INC.
	LODGE PROPERTIES, INC.
	VAIL FOOD SERVICES, INC.
	VAIL RESORTS DEVELOPMENT COMPANY
	VAIL SUMMIT RESORTS, INC.
	VAIL TRADEMARKS, INC.
	VAIL/ARROWHEAD, INC.
	VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
	BEAVER CREEK FOOD SERVICES, INC.
	LODGE REALTY, INC.
	VAIL ASSOCIATES CONSULTANTS, INC.
	VAIL ASSOCIATES HOLDINGS, LTD.
	VAIL ASSOCIATES MANAGEMENT COMPANY
	VAIL ASSOCIATES REAL ESTATE, INC.
	VAIL/BATTLE MOUNTAIN, INC.
	KEYSTONE CONFERENCE SERVICES, INC.
	KEYSTONE DEVELOPMENT SALES, INC.
	KEYSTONE FOOD AND BEVERAGE COMPANY
	KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
	PROPERTY MANAGEMENT ACQUISITION CORP., INC.
	THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC.
	GRAND TETON LODGE COMPANY
	LARKSPUR RESTAURANT & BAR, LLC
	BRECKENRIDGE RESORT PROPERTIES,  INC.
	COMPLETE TELECOMMUNICATIONS, INC. (F/K/A VR TELECOMMUNICATIONS, INC.)
	XXXXXXX HOLE GOLF AND TENNIS CLUB, INC.
	TETON HOSPITALITY SERVICES, INC.
	XXXX XX, INC.
	VA RANCHO MIRAGE I, INC.
	VA RANCHO MIRAGE II, INC.
	VAMHC, INC.
	ROCKRESORTS INTERNATIONAL, LLC
	ROCKRESORTS LLC
	ROCKRESORTS CASA MADRONA, LLC
	ROCKRESORTS CHEECA, LLC
	ROCKRESORTS EQUINOX, INC.
	ROCKRESORTS LAPOSADA, LLC
	ROCKRESORTS XXXXXXX, LLC
	Each by its authorized officer:
	By:	/s/ Xxxxxx Xxxxx Xxxx
	Name:	Xxxxxx Xxxxx Xxxx
	Title:	Senior Vice President
	GUARANTORS (CONTINUED):
	JHL&S, LLC
	By:	/s/ Xxxxxx Xxxxx Xxxx
	Name:	Xxxxxx Xxxxx Xxxx
	Title:	Authorized Signatory
	VA RANCHO MIRAGE RESORT, L.P.
	By:	VA Rancho Mirage I, Inc., its General Partner
	By:	/s/ Xxxxxx Xxxxx Xxxx
	Name:	Xxxxxx Xxxxx Xxxx
	Title:	Senior Vice President
	ADDITIONAL GUARANTORS:
	VR HEAVENLY I, INC.
	VR HEAVENLY II, INC.
	By:	/s/ Xxxxxx Xxxxx Xxxx
	Name:	Xxxxxx Xxxxx Xxxx
	Title:	Senior Vice President
	HEAVENLY VALLEY, LIMITED PARTNERSHIP
	By:	VR Heavenly I, Inc., Its General Partner
	By:	/s/ Xxxxxx Xxxxx Xxxx
	Name:	Xxxxxx Xxxxx Xxxx
	Title:	Senior Vice President
	TRUSTEE:
	THE BANK OF NEW YORK
	as Trustee
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Vice President