____________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of November 16, 2001
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 COMPANY OF NEW YORK
____________________
up to $300,000,000
8 3/4 % Senior Subordinated Notes due 2009
SECOND SUPPLEMENTAL INDENTURE, dated as of November 16, 2001, 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 Successor to United States Trust Company 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 May 11, 1999, as amended and supplemented by the First Supplemental Indenture dated as of August 27, 1999 (together, the "Indenture") providing for the issuance of up to $300,000,000 aggregate principal amount of 8 3/4% Senior Subordinated Notes due 2009 of the Company (the "Notes"); and
WHEREAS, subsequent to the execution of the Indenture and the issuance of $200,000,000 aggregate principal amount of the Notes, each of the Additional Guarantors have become guarantors under the Credit Agreement; and
WHEREAS, pursuant to and as contemplated by Section 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 Guarantors to expressly assume all the obligations of a Guarantor under the Notes and the Indenture; and
WHEREAS, pursuant to and as contemplated by Section 9.01 of the Indenture, the Indenture may be amended without the consent of any Holder of a Note, to cure any ambiguity, defect or inconsistency; and
WHEREAS, the Indenture contains an incorrect reference in the definition of "Credit Agreement", a defect which creates an ambiguity in the Indenture as it currently exists; and
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:
ASSUMPTION OF GUARANTEESThe Additional Guarantors, as provided by Section 4.18 of the Indenture, jointly and severally, hereby unconditionally expressly assume 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 Guarantors may expressly exercise every right and power of a Guarantor under the Indenture with the same effect as if they had been named Guarantors therein.
AMENDMENTSection 1.01 of the Indenture is hereby amended by deleting the words "the Company" from the definition of "Credit Agreement" and replacing them with the words "The Vail Corporation".
MISCELLANEOUS PROVISIONS- Terms Defined.
For all purposes of this Second Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Second Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
- 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.
- Governing Law.
THIS SECOND 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.
- Successors.
All agreements of the Company, the Guarantors and the Additional Guarantors in this Second Supplemental Indenture, the Notes and the Guarantees shall bind their respective successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.
- Duplicate Originals.
The parties may sign any number of copies of this Second 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 Second Supplemental Indenture to be duly executed, all as of the date first written above.
Issuer:
VAIL RESORTS, INC.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
Guarantors:
GHTV, Inc.
Gillett Broadcasting, Inc.
Vail Holdings, Inc.
The Vail Corporation
Beaver Creek Associates, Inc.
Beaver Creek Consultants, Inc.
Lodge Properties, Inc.
Vail Food Services, Inc.
Vail Resorts Development Company
Vail Summit Resorts, Inc.
Vail Trademarks, Inc.
Vail/Arrowhead, Inc.
Vail/Beaver Creek Resort Properties, Inc.
Beaver Creek Food Services, Inc.
Lodge Realty, Inc.
Vail Associates Consultants, Inc.
Vail Associates Holdings, Ltd.
Vail Associates Management Company
Vail Associates Real Estate, Inc.
Vail/Battle Mountain, Inc.
Keystone Conference Services, Inc.
Keystone Development Sales, Inc.
Keystone Food and Beverage Company
Keystone Resort Property Management Company
Property Management Acquisition Corp., Inc.
The Village at Breckenridge Acquisition Corp., Inc.
Grand Teton Lodge Company
Larkspur Restaurant & Bar, LLC
Each by its authorized officer:
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
Additional Guarantors:
Breckenridge Resort Properties, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
Complete Telecommunications, Inc. (f/k/a VR Telecommunications, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Vice President
Jackson Hole Golf and Tennis Club, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
Teton Hospitality Services, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Vice President
Vail RR, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
VA Rancho Mirage I, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
VA Rancho Mirage II, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
Teton Hospitality, LLC
by: Teton Hospitality Services, Inc., its Sole Member
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Vice President
JHL&S, LLC
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Authorized Signatory
VAMHC, Inc.
By:/s/ Martha Dugan Rehm
Name: Martha Dugan Rehm
Title: Senior Vice President
Trustee:
THE BANK OF NEW YORK, as Successor Trustee to
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By:/s/ Annette L. Kos
Name: Annette L. Kos
Title: Authorized Signer
