FIRST AMENDMENT TO
SHAREHOLDER AGREEMENT
This FIRST AMENDMENT to the SHAREHOLDER AGREEMENT dated as of November 1,
1999 (the "First Amendment") is made by and among Vail Resorts, Inc., a Delaware
corporation ("Vail"), Ralcorp Holdings, Inc., a Missouri corporation (f/k/a
Xxxxxxx Foods, Inc., a Nevada corporation) ("Foods"), and Apollo Ski Partners,
L.P., a Delaware limited partnership ("Apollo"), amending certain provisions of
the Shareholder Agreement dated as of January 3, 1997 (the "Shareholder
Agreement"), by and among Vail, Foods and Apollo. Terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Shareholder Agreement.
WHEREAS, the Shareholder Agreement contains a covenant pursuant to which
Foods has agreed to vote each class of Vail Equity owned by Foods and its
Affiliates in the manner set forth in the Shareholder Agreement;
WHEEREAS, Vail, Foods and Apollo have agreed to modify the voting provisions of
the Shareholder Agreement as specifically set forth in this First Amendment.
NOW, THEREFORE, in consideration of the premises and mutual agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
AMENDMENTS TO THE SHAREHOLDER AGREEEMENT
1.1. Section 2.3 of the Shareholder Agreement is revised in its entirety
to read as follows:
"Section 2.3 Voting of Vail Equity. Foods agrees that during the term of this
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Agreement, with respect to the election of directors of Vail, each class of Vail
Equity owned by Foods and its Affiliates shall be voted (i) "for" the nominees
recommended by the Board of Directors of Vail, provided Vail and Apollo are in
compliance with the terms of Section 11.2 of this Agreement, (ii) in accordance
with the recommendation of the Board of Directors of Vail on each proposal of a
security holder pursuant to Rule 14a-8 under the Exchange Act, so long as the
subject matter of such proposal does not fall, within the second proviso hereto,
and (iii) with respect to all other matters requiring a vote of the Vail Equity,
"for" any proposal in the same proportion as the votes cast "for" any proposal
in the same proportion as the votes cast "for" such proposal by the holders of
the Vail Securities of the same class (excluding the Vail Equity owned by
Foods), and "against" any proposal in the same proportion as the votes cast
"against" such proposal in the same proportion as the votes cast "against" such
proposal by the holders of each such class of Vail Securities (excluding the
Vail Equity owned by Foods) and that with respect to broker non-votes and
abstentions, each class of Vail Equity owned by Foods will be voted in the same
proportion as votes deemed "for," "against" or "abstain," giving effect to
broker non-votes and abstentions as required under the laws and rules then
applicable; provided, however, that Foods shall retain the right to vote all of
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its Vail Equity in favor of the approval of the Vail Resorts, Inc. 1999 Long
Term Incentive and Share Award Plan as adopted and approved by the Board of
Directors of Vail and submitted to a vote of the shareholders generally;
provided, further, that Foods shall retain the right to vote its Vail Equity in
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any manner it sees fit with respect to any proposals for (1) the merger,
consolidation or other business combination of Vail or any subsidiary of Vail
with or into any other corporation, (2) the sale, lease, exchange, transfer or
other disposition of all or substantially all of the assets of Vail and all of
its subsidiaries taken together as a single business, (3) the creation of any
other class of stock with voting rights, (4) changes to the Certificate of
Incorporation or Bylaws of Vail that adversely affect Foods' rights under this
Agreement. The provisions of this Section 2.3 shall apply to both the casting
of votes at meetings of shareholders and execution of actions by written
consent."
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ARTICLE II
PROVISIONS OF GENERAL APPLICATION
2.1. Except as otherwise expressly provided by this First Amendment, all
of the terms, conditions and provisions to the Shareholder Agreement remain
unaltered. The Shareholder Agreement and this First Amendment shall be read and
construed as one agreement.
2.2. If any of the terms of this First Amendment shall conflict in any
respect with any of the terms of the Shareholder Agreement, the terms of this
First Amendment shall be controlling.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed by their duly authorized officers, all as of the day and year first
above written.
VAIL RESORTS, INC.
By:______________________________
Name:
Title:
RALCORP HOLDINGS, INC.
By:_________________________
Name:
Title:
APOLLO SKI PARTNERS, L.P.
By: Apollo Investment Fund, L.P.
By: Apollo Advisors, L.P.
By: Apollo Capital Management, Inc.
By:_________________________
Name:
Authorized Signatory
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