SUPPLEMENTAL INDENTURE Dated as of April 26, 2007 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, as Trustee 6 3/4 % Senior Subordinated Notes due 2014
Exhibit
4.1(d)
Dated as
of April 26, 2007
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, as Trustee
____________________
6 3/4 %
Senior Subordinated Notes due 2014
SUPPLEMENTAL
INDENTURE, dated as of April 26, 2007, among Vail Resorts, Inc., a Delaware
corporation (the “Issuer”), the
Guarantors named on the signature pages hereto (the “Guarantors”), the
Additional Guarantors named on the signature pages hereto (collectively the
“Additional
Guarantors”), and 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, each of the Additional Guarantors 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 each 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
Each
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 each 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.
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 Guarantors 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.
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:
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VAIL
RESORTS, INC.
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By:/s/ Xxxxxx X.
Xxxx
Name:Xxxxxx X. Xxxx
Title: Executive Vice President and Secretary
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GUARANTORS:
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BEAVER
CREEK ASSOCIATES, INC.
BEAVER
CREEK CONSULTANTS, INC.
BEAVER
CREEK FOOD SERVICES, INC.
BRECKENRIDGE
RESORT PROPERTIES, INC.
COMPLETE
TELECOMMUNICATIONS, INC.
XXXXXXX
BROADCASTING, INC.
GRAND
TETON LODGE COMPANY
HEAVENLY
VALLEY, LIMITED PARTNERSHIP
XXXXXXX
HOLE GOLF AND TENNIS CLUB, INC.
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.
PROPERTY
MANAGEMENT ACQUISITION CORP.,
INC.
ROCKRESORTS
CASA MADRONA, LLC
ROCKRESORTS
CHEECA, LLC
ROCKRESORTS
CORDILLERA LODGE
COMPANY,
LLC
ROCKRESORTS
EQUINOX, INC.
ROCKRESORTS
INTERNATIONAL, LLC
ROCKRESORTS,
LLC
ROCKRESORTS
XX XXXXXX, LLC
ROCKRESORTS
XXXXXXX, LLC
ROCKRESORTS
WYOMING, LLC
SOHO
DEVELOPMENT, LLC
SSV
HOLDINGS, INC.
TETON
HOSPITALITY SERVICES, INC.
THE VAIL
CORPORATION
THE
VILLAGE AT BRECKENRIDGE ACQUISITION
CORP.,
INC.
VAIL
ASSOCIATES HOLDINGS, LTD.
VAIL
ASSOCIATES REAL ESTATE, INC.
VAIL FOOD
SERVICES, INC.
VAIL
HOLDINGS, INC.
VAIL
HOTEL MANAGEMENT COMPANY, LLC
VAIL
RESORTS DEVELOPMENT 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.
Each by
its authorized officer or signatory:
By:/s/ Xxxxxx X.
Xxxx
Name:Xxxxxx
X. Xxxx
Title:Executive
Vice President of each Guarantor
listed above
ADDITIONAL
GUARANTORS:
ROCKRESORTS
ELEVEN BISCAYNE, LLC
ROCKRESORTS
ARRABELLE, LLC
GRAND
CANYON LODGE COMPANY NORTH RIM
NATIONAL
PARK HOSPITALITY COMPANY
By:/s/ Xxxxxx X.
Xxxx
Name:Xxxxxx
X. Xxxx
Title:Executive
Vice President of each Additional
Guarantor listed above
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TRUSTEE:
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THE
BANK OF NEW YORK, as Trustee
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By:/s/ Van X.
Xxxxx
Name:Van X.
Xxxxx
Title: Vice
President
