EXHIBIT 10.11(q)
FIRST AMENDMENT TO PLEDGE AGREEMENT
This First Amendment to Pledge Agreement (this "AMENDMENT") is entered
into as of July *, 1994 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, the
"BORROWER"), VAIL ASSOCIATES, INC., a Colorado corporation (with its successors,
"VAIL"), 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")(the Borrower, Vail,
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 ( the
"PLEDGE AGREEMENT").
A. Borrower and NationsBank of Texas, N.A., as Agent, executed and
delivered that certain Credit Agreement dated as of November 23, 1993.
Subsequently, Borrower, doing business as "Vail Associates, Inc.," the Banks
listed on SCHEDULE 1 to the Credit Agreement (defined below) ("BANKS"), and
NATIONSBANK OF TEXAS, N.A., as Agent for itself and the other Banks ("AGENT"),
executed that Amended and Restated Permanent Credit Agreement dated as of
February 7, 1994 (as amended, modified, or restated, the "CREDIT AGREEMENT").
B. Borrower, Agent, and Banks executed that First Amendment to
Amended and Restated Permanent Credit Agreement dated as of June 1, 1994 (the
"FIRST AMENDMENT"). The First Amendment included the addition of an Unrestricted
Subsidiary (as defined in the Credit Agreement) in which VARE owns a 50 percent
interest. Borrower, Collateral Agent, and the Obligors now desire to amend the
Pledge Agreement to include as part of the Pledged Stock the 50 percent interest
of VARE in that Unrestricted Subsidiary.
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. Amendment to Pledge Agreement. The Pledge Agreement is amended as
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follows:
(a) The definition of "Pledged Stock" is amended by deleting the
existing definition in its entirety and substituting the following in
its place:
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 which is not a direct Subsidiary of Vail)
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 any membership interest or capital stock of any
corporation that shall become a Subsidiary of Vail (other than any
Unrestricted Subsidiary which is not a direct Subsidiary of Vail)
at any time or from time to time 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.
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(b) EXHIBIT C (Pledged Stock) to the Pledge Agreement shall be
amended by deleting the existing exhibit in its entirety and
substituting in its place the amended EXHIBIT C attached to this
Amendment.
2. Representations and Warranties. Borrower and each other Obligor
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represent and warrant to Banks that the execution and delivery of this Amendment
has been authorized by all requisite corporate action on the part of Borrower
and each other Obligor and will not violate their respective organizational
documents. Borrower and each other Obligor further represent and warrant 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 by the Credit Agreement), (b) Borrower and each other Obligor is in
full compliance with all covenants and agreements contained in each Loan Paper
(as defined in the Credit Agreement) to which it is a party, 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.
[Remainder of Page Intentionally Left Blank,
Signatures on Immediately Following Page.]
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IN WITNESS WHEREOF, this Amendment is executed as of the date set out
in the preamble to this Amendment.
VAIL HOLDINGS, INC., fka Vail Associates, Inc.
THE VAIL CORPORATION, dba Vail Associates, Inc.
By:______________________________________________
Xxxxxx X. Xxxxx, Senior Vice President of each
of the foregoing entities.
BEAVER CREEK ASSOCIATES, INC.
VAIL ASSOCIATES REAL ESTATE GROUP, INC.
VAIL ASSOCIATES REAL ESTATE, INC.
By:______________________________________________
Xxxxxx X. Xxxxx, Vice President of each of the
foregoing entities.
NATIONSBANK OF TEXAS, N.A.,
as COLLATERAL AGENT
By:______________________________________________
Xxxxx X. Xxxxxxx, Vice President
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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
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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 1,000 $1.00 1,000 100%
Consultants, 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 Associates 1,000/2/ $1.00 800 80%
Hospitality Corporation
Piney River Ranch, Inc. 1,000 $1.00 1,000 100%
Vail Associates Ranch & 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.
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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/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 Xxxxxxx X. Xxxxxxx.
/3/ The remaining 50% Membership Interest is owned by Xxxxxx, Xxxxx & Xxxxxxxx,
Inc.
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