Vail Resorts (MTN) S-4 Registration of securities issued in business combination transactions

Exhibit 4.2

SUPPLEMENTAL INDENTURE

Dated as of October 24, 2011

to

INDENTURE

Dated as of April 25, 2011

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

6.50 % Senior Subordinated Notes due 2019

SUPPLEMENTAL INDENTURE, dated as of October 24, 2011, among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors named on the signature pages hereto (the “Guarantors”), the Additional Guarantor named on the signature pages hereto (collectively the “Additional Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).

WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of April 25, 2011 (the “Indenture”) providing for the issuance of $390,000,000 aggregate principal amount of 6.50% Senior Subordinated Notes due 2019 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, the Additional Guarantors have become guarantors 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 the Additional Guarantors 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

The Additional Guarantors, 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: Chief Financial Officer

Supplemental Indenture Signature Page for the Issuer

GUARANTORS:

ALL MEDIA ASSOCIATES, INC. ALL MEDIA HOLDINGS, INC. ARRABELLE AT VAIL SQUARE, LLC BOOTH CREEK SKI HOLDINGS, INC. BEAVER CREEK ASSOCIATES, INC. BEAVER CREEK CONSULTANTS, INC. BEAVER CREEK FOOD SERVICES, INC. BRYCE CANYON LODGE COMPANY BCRP INC. BRECKENRIDGE RESORT PROPERTIES, INC. THE CHALETS AT THE LODGE AT VAIL, LLC COLTER BAY CAFÉ COURT, LLC COLTER BAY CONVENIENCE STORE, LLC COLTER BAY CORPORATION COLTER BAY GENERAL STORE, LLC COLTER BAY MARINA, LLC CRYSTAL PEAK LODGE OF BRECKENRIDGE, INC. DELIVERY ACQUISITION, INC. FLAGG RANCH COMPANY GILLETT BROADCASTING, INC. GRAND TETON LODGE COMPANY HEAVENLY VALLEY, LIMITED PARTNERSHIP JACKSON HOLE GOLF & TENNIS CLUB SNACK SHACK, LLC JACKSON LAKE LODGE CORPORATION JENNY LAKE LODGE, INC. JENNY LAKE STORE, LLC JACKSON HOLE GOLF AND TENNIS CLUB, INC. JHL&S LLC KEYSTONE CONFERENCE SERVICES, INC. KEYSTONE DEVELOPMENT SALES, INC. KEYSTONE FOOD & BEVERAGE COMPANY KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY LA POSADA BEVERAGE SERVICE, LLC LODGE PROPERTIES INC. LODGE REALTY, INC. LAKE TAHOE LODGING COMPANY MESA VERDE LODGE COMPANY NORTHSTAR GROUP COMMERCIAL PROPERTIES LLC NORTHSTAR GROUP RESTAURANT PROPERTIES, LLC NATIONAL PARK HOSPITALITY COMPANY ONE SKI HILL PLACE, LLC PROPERTY MANAGEMENT ACQUISITION CORP., INC. RCR VAIL, LLC ROCKRESORTS ARRABELLE, LLC ROCKRESORTS CHEECA, LLC ROCKRESORTS CORDILLERA LODGE COMPANY, LLC ROCKRESORTS DR, LLC ROCKRESORTS EQUINOX, INC. ROCKRESORTS HOTEL JEROME, LLC ROCKRESORTS INTERNATIONAL MANAGEMENT COMPANY ROCKRESORTS LAPOSADA, LLC ROCKRESORTS, LLC ROCKRESORTS ROSARIO, LLC ROCKRESORTS SKI TIP, LLC ROCKRESORTS TEMPO, LLC ROCKRESORTS WYOMING, LLC ROCKRESORTS INTERNATIONAL, LLC SOHO DEVELOPMENT, LLC SSI VENTURE LLC SSV HOLDINGS, INC. STAMPEDE CANTEEN, LLC TETON HOSPITALITY SERVICES, INC. TRIMONT LAND COMPANY THE VAIL CORPORATION VAIL ASSOCIATES HOLDINGS, LTD. VAIL ASSOCIATES INVESTMENTS, INC. VAIL/ARROWHEAD, INC. VAIL/BEAVER CREEK RESORT PROPERTIES, INC. VAMHC, INC. VAIL ASSOCIATES REAL ESTATE, INC. VA RANCHO MIRAGE I, INC. VA RANCHO MIRAGE II, INC. VA RANCHO MIRAGE RESORT, L.P. VAIL FOOD SERVICES, INC. VAIL HOLDINGS, INC. VAIL HOTEL MANAGEMENT COMPANY, LLC VAIL RESORTS DEVELOPMENT COMPANY VAIL RESORTS LODGING COMPANY VAIL RR, INC. VAIL SUMMIT RESORTS, INC. VAIL TRADEMARKS, INC. THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC. VR ACQUISITION, INC. VR HEAVENLY CONCESSIONS, INC. VR HEAVENLY I, INC. VR HEAVENLY II, INC. VR HOLDINGS, INC. ZION LODGE COMPANY

By:	/s/ Jeffrey W. Jones
	Name:	Jeffrey W. Jones
	Title:	Authorized Person

Supplemental Indenture Signature Page for the Guarantor

ADDITIONAL GUARANTORS:
SSV ONLINE LLC
a Wisconsin limited liability company
By:	SSV Holdings, Inc., a Colorado corporation
	its managing member
By:		/s/ Jeffrey W. Jones
Name:		Jeffrey W. Jones
Title:		Chief Financial Officer
SSV ONLINE HOLDINGS, INC.
a Colorado corporation
By:		/s/ Jeffrey W. Jones
Name:		Jeffrey W. Jones
Title:		Chief Financial Officer

Supplemental Indenture Signature Page for the Additional Guarantors

TRUSTEE:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Alex Briffet
	Name:	John A. (Alex) Briffet
	Title:	Authorized Signatory

Supplemental Indenture Signature Page for the Trustee