0000812011-07-000024 Sample Contracts

COMPLETION GUARANTY AGREEMENT
Completion Guaranty Agreement • June 8th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

In order to induce WELLS FARGO 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 THE CHALETS AT THE LODGE AT VAIL, 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 not to exceed $123,000,000 (hereinafter referred to, collectively, as the "Note"), the undersigned, VAIL RESORTS, INC., a Delaware corporation (hereinafter referred to as the "Guarantor"), hereby agrees as follows pursuant to this Completion Guar

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Contract
Construction Loan Agreement • June 8th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE MARKED HEREIN BY “[***]”. SUCH REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST.

DEVELOPMENT AGREEMENT GUARANTY
Development Agreement Guaranty • June 8th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • Colorado

This Development Agreement Guaranty ("Guaranty") is made as of March 19, 2007, by THE VAIL CORPORATION, a Colorado corporation ("Guarantor"), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent under the Loan Agreement (defined below) for the Lenders therein (hereinafter, together with its successors and assigns, referred to as the "Bank").

LIMITED WAIVER, RELEASE, AND THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 8th, 2007 • Vail Resorts Inc • Services-miscellaneous amusement & recreation • New York

THIS LIMITED WAIVER, RELEASE, AND THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Limited Waiver, Release, and Amendment”) is dated as of March 13, 2007, but effective as of the Effective Date (hereinafter defined), among THE VAIL CORPORATION, a Colorado corporation doing business as “Vail Associates, Inc.” (the “Company”), the 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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