Vail Resorts (MTN) 10-K 2008 FY Annual report

Exhibit 4.1(e)

SUPPLEMENTAL INDENTURE

Dated as of July 11, 2008

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 MELLON TRUST COMPANY, N.A., as Trustee

____________________

6 3/4 % Senior Subordinated Notes due 2014

SUPPLEMENTAL INDENTURE, dated as of July 11, 2008, 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 Mellon Trust Company, N.A., as successor trustee to 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.

F.           Trustee Disclaimer.

The Trustee is not responsible for the validity or sufficiency of this Supplemental Indenture.

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:

VAIL RESORTS, INC.

By:/s/ Jeffrey W. Jones                                                             

Name:Jeffrey W. Jones

Title:  Senior Executive Vice President and Chief

Financial Officer

GUARANTORS:

Beaver Creek Associates, Inc.

Beaver Creek Consultants, Inc.

Beaver Creek Food Services, Inc.

Breckenridge Resort Properties, Inc.

Gillett Broadcasting, Inc.

Grand Teton Lodge Company

Heavenly Valley, Limited Partnership

Jackson 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.

Mesa Verde Lodge Company

National Park Hospitality Company

Property Management Acquisition Corp., Inc.

Rockresorts Arrabelle, LLC

Rockresorts Cheeca, LLC

Rockresorts Cordillera Lodge Company, LLC

Rockresorts Eleven Biscayne, LLC

Rockresorts Equinox, Inc.

Rockresorts International, LLC

Rockresorts LLC

Rockresorts LaPosada, LLC

Rockresorts Rosario, 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.

Vail RR, 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/ Jeffrey W. Jones

Name:Jeffrey W. Jones

Title:Senior Executive Vice President and Chief Financial Officer of each Guarantor listed above

ADDITIONAL GUARANTORS:

Bryce Canyon Lodge Company

Colter Bay Corporation

Colter Bay Convenience Store, LLC

Colter Bay General Store, LLC

Colter Bay Café Court, LLC

Colter Bay Marina, LLC

Crystal Peak Lodge of Breckenridge, Inc.

Delivery Acquisition, Inc.

Jackson Hole Golf & Tennis Club Snack Shack, LLC

Jackson Lake Lodge Corporation

Jenny Lake Lodge, Inc.

Jenny Lake Store, LLC

One Ski Hill Place, LLC

RCR Vail, LLC

Rockresorts Hotel Jerome, LLC

Rockresorts (St. Lucia) Inc.

Rockresorts Ski Tip, LLC

Rockresorts Third Turtle, Ltd.

Stampede Canteen, LLC

Vail Associates Investments, Inc.

Vail Resorts Lodging Company

VR Holdings, Inc.

Zion Lodge Company

       By:/s/ Jeffrey W. Jones

Name:Jeffrey W. Jones

Title:Senior Executive Vice President and Chief Financial Officer of each Guarantor listed above

TRUSTEE:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

         By:/s/ Raymond Torres

                                                                                        Name:Raymond Torres

                                                                                        Title:  Assistant Vice President