SUPPLEMENTAL INDENTURE Dated as of November 15, 2010 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
Exhibit 4.1(j)
Dated as of November 15, 2010
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 November 15, 2010, 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 page hereto (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.
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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.
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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: | ||
| VAIL RESORTS, INC. | ||
| By: |
/S/ XXXXXXX X. XXXXX | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Senior Executive Vice President and Chief | ||
| Financial Officer | ||
| GUARANTORS:
| ||
| All Media Holdings, Inc. All Media Associates, Inc. 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. | ||
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| 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 DR, 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 Tempo, LLC Rockresorts Third Turtle, Ltd. Rockresorts Wyoming, LLC SOHO Development, LLC SSI Venture 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 |
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| Each by its authorized officer or signatory: | ||
| By: | /S/ XXXXXXX X. XXXXX | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Senior Executive Vice President and | ||
| Chief Financial Officer of each Guarantor listed above | ||
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| ADDITIONAL GUARANTOR: | ||
| LAKE TAHOE LODGING COMPANY, a Colorado corporation | ||
| By: | /S/ XXXXXXX X. XXXXX | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Senior Executive Vice President | |
| and Chief Financial Officer | ||
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| TRUSTEE: | ||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: | /S/ XXXX X. (XXXX) XXXXXXXX | |
| Name: Xxxx X. (Alex) Briffett | ||
| Title: Authorized Signatory | ||
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