VAIL RESORTS, INC. GUARANTORS (named on signature pages hereto) $390,000,000 63/4% Senior Subordinated Notes due 2014 SUPPLEMENTAL PURCHASE AGREEMENT January 22, 2004 BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. BEAR, STEARNS & CO....Vail Resorts Inc • March 15th, 2004 • Services-miscellaneous amusement & recreation • New York
This Supplemental Purchase Agreement is among Vail Resorts, Inc., a Delaware corporation (the "Company"), the Guarantors named on the signature pages hereto (the "Guarantors"), and Banc of America Securities LLC, Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Lehman Brothers Inc., Piper Jaffray & Co. and Wells Fargo Securities, L.L.C. (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers"). Unless otherwise indicated, capitalized terms used in this Supplemental Purchase Agreement and not defined shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT by and among Vail Resorts, Inc., The Guarantors Named on the Signature Pages Hereto and Banc of America Securities LLC Deutsche Bank Securities Inc. Bear, Stearns & Co. Inc. Lehman Brothers Inc. Piper Jaffray & Co. Wells...Registration Rights Agreement • March 15th, 2004 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of January 15, 2004 (the "Purchase Agreement"), by and among the Issuer, the Guarantors and the Initial Purchasers (i) for the benefit of the Issuer, the Guarantors and the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Restricted Notes, the Issuer and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated January 29, 2004, between the Company, the Guarantors and The Bank of New York, as Trustee, relating to the Restricted Notes and the Exchange Notes (the "Indenture").
VAIL RESORTS, INC. GUARANTORS (named in Schedule I hereto) $390,000,000 6 3/4% Senior Subordinated Notes due 2014 PURCHASE AGREEMENT January 15, 2004 BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. BEAR, STEARNS & CO. INC. LEHMAN BROTHERS...Vail Resorts Inc • March 15th, 2004 • Services-miscellaneous amusement & recreation
Vail Resorts, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to Banc of America Securities LLC, Deutsche Bank Securities Inc., Bear, Stearns & Co. Inc., Lehman Brothers Inc., Piper Jaffray & Co., and Wells Fargo Securities, L.L.C. (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers") $390,000,000 in aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2014 (the "Restricted Notes"), subject to the terms and conditions set forth herein. The Restricted Notes will be issued pursuant to an indenture (the "Indenture"), to be dated the Closing Date (as defined), among the Company, the Guarantors (as defined) and The Bank of New York, as trustee (the "Trustee"). The Notes (as defined) will be fully and unconditionally guaranteed (the "Guarantees") as to payment of principal, interest, premium and liquidated damages, if any, on an unsecured senior subordinated basis, jointly and severally by each entity listed on Schedule I hereto (co
AGREEMENT AND CONSENTAgreement and Consent • March 15th, 2004 • Vail Resorts Inc • Services-miscellaneous amusement & recreation
THIS AGREEMENT AND CONSENT (this "Agreement") is entered into as of January 28, 2004, among THE VAIL CORPORATION, a Colorado corporation doing business as "Vail Associates, Inc." ("Borrower"), each Guarantor (as defined in the Credit Agreement referenced below), each of the financial institutions party hereto (each, a "Term Loan Lender," and collectively, the "Term Loan Lenders"), and BANK OF AMERICA, N.A., as Administrative Agent (herein so called) under that certain Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 10, 2003 (as amended to date, the "Credit Agreement"), among Borrower, Administrative Agent, and certain other agents and lenders party thereto. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings set forth in the Credit Agreement. Banc of America Securities LLC will serve as Sole Lead Arranger and Sole Book Manager for the Term Loan Facility.
SIXTH SUPPLEMENTAL INDENTURE Dated as of January 26, 2004 to INDENTURE Dated as of May 11, 1999 among VAIL RESORTS, INC., as Issuer, the Guarantors named therein, as Guarantors, and THE BANK OF NEW YORK, as Successor Trustee to UNITED STATES TRUST...Supplemental Indenture • March 15th, 2004 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of October 2, 2003, but effective as of July 31, 2003 among THE VAIL CORPORATION (d/b/a "Vail Associates, Inc.), as Borrower BANK OF AMERICA, N.A., as...Revolving Credit and Term Loan Agreement • March 15th, 2004 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Amendment") is entered into as of October 2, 2003, but effective as of July 31, 2003, among THE VAIL CORPORATION, a Colorado corporation doing business as "Vail Associates, Inc." (the "Company"), the Required Lenders (as defined in the Credit Agreement referenced below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent (hereinafter defined).
FOURTH SUPPLEMENTAL INDENTURE Dated as of January 26, 2004 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 $300,000,000Fourth Supplemental Indenture • March 15th, 2004 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York
