Contract
____________________
Dated as
of August 24, 2009
to
INDENTURE
Dated as
of January 29, 2004
among
VAIL
RESORTS, INC., as Issuer,
the
Guarantors named therein, as Guarantors,
and
THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
____________________
6 3/4 %
Senior Subordinated Notes due 2014
SUPPLEMENTAL
INDENTURE, dated as of August 24, 2009, among Vail Resorts, Inc., a Delaware
corporation (the “Issuer”), the
Guarantors named on the signature pages hereto (the “Guarantors”), the
Additional Guarantor named on the signature pages hereto (collectively the
“Additional
Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as
successor trustee to 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 January 29, 2004 (the “Indenture”) providing
for the issuance of $390,000,000 aggregate principal amount of 6 3/4%
Senior Subordinated Notes due 2014 of the Company (the “Notes”);
and
WHEREAS,
subsequent to the execution of the Indenture and the issuance of $390,000,000
aggregate principal amount of the Notes, the Additional Guarantor has become a
guarantor 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 Supplemental Indenture for the
purpose of providing for the Additional Guarantor 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 Guarantor, as provided by Section 4.18 of the Indenture, jointly and
severally, hereby unconditionally expressly assumes 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 Guarantor may expressly exercise
every right and power of a Guarantor under the Indenture with the same effect as
if it had been named a Guarantor therein.
II.
MISCELLANEOUS
PROVISIONS
A. Terms
Defined.
For all
purposes of this Supplemental Indenture, except as otherwise defined or unless
the context otherwise requires, terms used in capitalized form in this
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
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 Guarantor in this
Supplemental Indenture, the Notes and the Guarantees shall bind their respective
successors. All agreements of the Trustee in this Supplemental
Indenture shall bind its successors.
E. Duplicate
Originals.
The
parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement.
F. Trustee
Disclaimer.
The
Trustee is not responsible for the validity or sufficiency of this Supplemental
Indenture.
SIGNATURES
IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed, all as of the date first written above.
ISSUER:
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VAIL
RESORTS, INC.
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By:
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/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title: Senior
Executive Vice President and Chief
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Financial
Officer
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GUARANTORS:
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Arrabelle
at Vail Square, LLC
Beaver
Creek Associates, Inc.
Beaver
Creek Consultants, Inc.
Beaver
Creek Food Services, Inc.
Breckenridge
Resort Properties, Inc.
Bryce
Canyon Lodge Company
Xxxxxx
Bay Corporation
Xxxxxx
Bay Convenience Store, LLC
Xxxxxx
Bay General Store, LLC
Xxxxxx
Bay Café Court, LLC
Xxxxxx
Bay Xxxxxx, LLC
Xxxxxxx
Peak Lodge of Breckenridge, Inc.
Delivery
Acquisition, Inc.
Xxxxxxx
Broadcasting, Inc.
Grand
Teton Lodge Company
Heavenly
Valley, Limited Partnership
Xxxxxxx
Hole Golf and Tennis Club, Inc.
Xxxxxxx
Hole Golf & Tennis Club Snack Shack, LLC
Xxxxxxx
Lake Lodge Corporation
Xxxxx
Lake Lodge, Inc.
Xxxxx
Lake Store, LLC
JHL&S
LLC
Keystone
Conference Services, Inc.
Keystone
Development Sales, Inc.
Keystone
Food and Beverage Company
Keystone
Resort Property Management Company
Lodge
Properties, Inc.
Lodge
Realty, Inc.
Mesa
Verde Lodge Company
National
Park Hospitality Company
One Ski
Hill Place, LLC
Property
Management Acquisition Corp., Inc.
RCR Vail,
LLC
Rockresorts
Arrabelle, LLC
Rockresorts
Cheeca, LLC
Rockresorts
Cordillera Lodge Company, LLC
Rockresorts
Eleven Biscayne, LLC
Rockresorts
Equinox, Inc.
Rockresorts
Hotel Xxxxxx, LLC
Rockresorts
International, LLC
Rockresorts
LLC
Rockresorts
LaPosada, LLC
Rockresorts
Xxxxxxx, LLC
Rockresorts
(St. Lucia) Inc.
Rockresorts
Ski Tip, LLC
Rockresorts
Third Turtle, Ltd.
Rockresorts
Wyoming, LLC
SOHO
Development, LLC
SSV
Holdings, Inc.
Stampede
Canteen, LLC
Teton
Hospitality Services, Inc.
The
Chalets at the Lodge at Vail, LLC
The Vail
Corporation
The
Village at Breckenridge Acquisition Corp., Inc.
Vail
Associates Holdings, Ltd.
Vail
Associates Investments, Inc.
Vail
Associates Real Estate, Inc.
Vail Food
Services, Inc.
Vail
Holdings, Inc.
Vail
Hotel Management Company, LLC
Vail
Resorts Development Company
Vail
Resorts Lodging Company
Vail
Summit Resorts, Inc.
Vail
Trademarks, Inc.
Vail/Arrowhead,
Inc.
Vail/Beaver
Creek Resort Properties, Inc.
VAMHC,
Inc.
Xxxx XX,
Inc.
VA Rancho
Mirage I, Inc.
VA Rancho
Mirage II, Inc.
VA Rancho
Mirage Resort, L.P.
VR
Heavenly I, Inc.
VR
Heavenly II, Inc.
VR
Holdings, Inc.
Zion
Lodge Company
Each by
its authorized officer or signatory:
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By:
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/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title: Senior
Executive Vice President and
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Chief
Financial Officer of each Guarantor listed
above
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ADDITIONAL
GUARANTOR:
ROCKRESORTS
DR, LLC
a
Delaware limited liability company
by:
Rockresorts International, LLC, its
managing
member
by: Xxxx
X.X., Inc., its
managing
member
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By:
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/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title: Senior
Executive Vice President and
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Chief
Financial Officer
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TRUSTEE:
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THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
Trustee
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
Xxxx X. (Alex) Briffett
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Title: Senior
Associate
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