EXHIBIT 4.6 ____________________ FIRST SUPPLEMENTAL INDENTURE Dated as of August 27, 1999 to INDENTURE Dated as of May 11, 1999 among VAIL RESORTS, INC., as Issuer, the Guarantors named therein, as Guarantors, and UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee ____________________ up to $300,000,000 8 3/4 % Senior Subordinated Notes due 2009 FIRST SUPPLEMENTAL INDENTURE, dated as of August 27, 1999, among Vail Resorts, Inc., a Delaware corporation (the "Issuer"), the Guarantors named on the signature pages hereto (the "Guarantors"), Grand Teton Lodge Company, a Wyoming corporation and Larkspur Restaurant & Bar, LLC (together, the "Additional Guarantors"), and 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 (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 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 hereby expressly assume all of the obligations of a Guarantor under the Notes and the Indenture to the fullest extent required by 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. II. MISCELLANEOUS PROVISIONS A. Terms Defined. ------------- For all purposes of this First Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this First 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. -2- C. Governing Law. ------------- THIS FIRST 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 First Supplemental Indenture, the Notes and the Guarantees shall bind their respective successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. E. Duplicate Originals. ------------------- The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. -3- SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this First 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 -4- Guarantors: GHTV, Inc. Gillett Broadcasting of Maryland, Inc. Gillett Broadcasting, Inc. Gillett Group Management, Inc. Vail Holdings, Inc. The Vail Corporation Beaver Creek Associates, Inc. Beaver Creek Consultants, Inc. Lodge Properties, Inc. Piney River Ranch, 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. Each by its authorized officer: By: /s/ James P. Donohue -------------------------------- Name: James P. Donohue Title: Senior Vice President -5- Additional Guarantors: GRAND TETON LODGE COMPANY By: /s/ Martha Dugan Rehm ------------------------------ Name: Martha Dugan Rehm Title: Senior Vice President LARKSPUR RESTAURANT & BAR, LLC By: /s/ Martha Dugan Rehm ------------------------------ Name: Martha Dugan Rehm Title: Secretary -6- Trustee: UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: /s/ Cynthia Chaney --------------------------------- Name: Cynthia Chaney Title: Assistant Vice President