0000812011-05-000035 Sample Contracts

COMPLETION GUARANTY AGREEMENT
Completion Guaranty Agreement • October 5th, 2005 • Vail Resorts Inc • Services-miscellaneous amusement & recreation

In order to induce U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent under the Construction Loan Agreement for the Lenders therein (hereinafter, together with its successors and assigns, referred to as the "Bank"), to make advances to GORE CREEK PLACE, LLC, a Colorado limited liability company (hereinafter referred to as the "Borrower"), in connection with a construction loan, pursuant to and in accordance with a Construction Loan Agreement, dated as of even date herewith, by and between the Borrower and the Bank (hereinafter referred to as the "Construction Loan Agreement") and evidenced by one or more promissory notes of even date herewith in the maximum aggregate principal amount of $30,000,000 (hereinafter referred to, collectively, as the "Note"), the undersigned, THE VAIL CORPORATION, a Colorado corporation (hereinafter referred to as the "Guarantor"), hereby agrees as follows pursuant to this Completion Guaranty Agreement (this "Guaranty"):

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CONSTRUCTION LOAN AGREEMENT dated as of July 19, 2005 among GORE CREEK PLACE, LLC, The LENDERS Party Hereto, and
Construction Loan Agreement • October 5th, 2005 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado
EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2005 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

EMPLOYMENT AGREEMENT dated as of May 10, 1999 by and between VAIL RESORTS, INC., a Colorado [sic] corporation ("VRI") and Martha Dugan Rehm (hereinafter referred to as "Executive").

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 5th, 2005 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of June 29, 2005, 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).

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