THIRD SUPPLEMENTAL INDENTURE Dated as of May 20, 2003 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
____________________
Dated as of May 20, 2003
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
THIRD SUPPLEMENTAL INDENTURE, dated as of May 20, 2003, among Vail Resorts, Inc., a Delaware corporation (the "Issuer"), the Guarantors, including the Surviving Guarantor, named on the signature pages hereto (collectively the "Guarantors"), and The Bank of New York, as Trustee (the "Trustee").
WHEREAS, the Issuer, the Guarantors, and the Merging Guarantors named on Exhibit 1 hereto 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 and by the Second Supplemental Indenture dated as of October 18, 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 Merging Guarantors propose to merge with and into the Surviving Guarantor; and
WHEREAS, pursuant to and as contemplated by Section 12.05 of the Indenture, the parties hereto desire to execute and deliver this Third Supplemental Indenture for the purpose of providing for the Surviving Guarantor to expressly assume all the obligations of the Merging Guarantors as 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 Surviving Guarantor, as provided by Section 12.05 of the Indenture, hereby unconditionally expressly assumes all of the obligations of the Merging Guarantors as a Guarantor under the Notes and the Indenture to the fullest as set forth in Article 12 of the Indenture; and the Surviving Guarantor may expressly exercise every right and power of a Guarantor under the Indenture.
II.
MISCELLANEOUS PROVISIONS
A. Terms Defined.
For all purposes of this Third Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Third 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 THIRD 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 Surviving Guarantors in this Third Supplemental Indenture, the Notes and the Guarantees shall bind their respective successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind its successors.
E. Duplicate Originals.
The parties may sign any number of copies of this Third 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 Third Supplemental Indenture to be duly executed, all as of the date first written above.
ISSUER:
VAIL RESORTS, INC.
By:
Name: Xxxxxx Xxxxx Xxxx
Title: Senior Vice President
GUARANTORS:
BEAVER CREEK ASSOCIATES, INC.
BEAVER CREEK CONSULTANTS, INC.
BEAVER CREEK FOOD SERVICES, INC.
BRECKENRIDGE RESORT PROPERTIES, INC.
COMPLETE TELECOMMUNICATIONS, INC. (F/K/A VR TELECOMMUNICATIONS, INC.)
GHTV, INC.
XXXXXXX BROADCASTING, INC.
GRAND TETON LODGE COMPANY
XXXXXXX HOLE GOLF AND TENNIS CLUB, INC.
KEYSTONE CONFERENCE SERVICES, INC.
KEYSTONE DEVELOPMENT SALES, INC.
KEYSTONE FOOD AND BEVERAGE COMPANY
KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
LARKSPUR RESTAURANT & BAR, LLC
LODGE PROPERTIES, INC.
LODGE REALTY, INC.
PROPERTY MANAGEMENT ACQUISITION CORP., INC.
ROCKRESORTS CASA MADRONA, LLC
ROCKRESORTS CHEECA, LLC
ROCKRESORTS EQUINOX, INC.
ROCKRESORTS INTERNATIONAL, LLC
ROCKRESORTS LAPOSADA, LLC
ROCKRESORTS LLC
ROCKRESORTS XXXXXXX, LLC
TETON HOSPITALITY SERVICES, INC.
THE VAIL CORPORATION
THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC.
VA RANCHO MIRAGE I, INC.
VA RANCHO MIRAGE II, INC.
VAIL ASSOCIATES HOLDINGS, LTD.
VAIL ASSOCIATES REAL ESTATE, INC.
VAIL FOOD SERVICES, INC.
VAIL HOLDINGS, INC.
VAIL RESORTS DEVELOPMENT COMPANY
XXXX XX, INC.
VAIL SUMMIT RESORTS, INC.
VAIL TRADEMARKS, INC.
VAIL/ARROWHEAD, INC.
VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
VAMHC, INC.
VR HEAVENLY I, INC.
VR HEAVENLY II, INC.
Each by its authorized officer:
By:
Name: Xxxxxx Xxxxx Xxxx
Title: Senior Vice President
GUARANTORS (CONTINUED):
JHL&S, LLC
By:
Name: Xxxxxx Xxxxx Xxxx
Title: Authorized Signatory
VA RANCHO MIRAGE RESORT, L.P.
By: VA Rancho Mirage I, Inc., its General Partner
By:
Name: Xxxxxx Xxxxx Xxxx
Title: Senior Vice President
HEAVENLY VALLEY, LIMITED PARTNERSHIP
By: VR Heavenly I, Inc., Its General Partner
By:
Name: Xxxxxx Xxxxx Xxxx
Title: Senior Vice President
TRUSTEE:
THE BANK OF NEW YORK
as Trustee
By:
Name:
Title:
Exhibit 1
Merging Guarantors
Vail Associates Consultants, Inc.
Vail Associates Management Company
Vail/Battle Mountain, Inc.
Surviving Guarantor
Vail Resorts Development Company
