Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
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FIRST SUPPLEMENTAL INDENTURE
Dated as of January 16, 2002
to
INDENTURE
Dated as of November 21, 2001
among
VAIL RESORTS, INC., as Issuer,
the Guarantors named therein, as Guarantors,
and
THE BANK OF NEW YORK, as Trustee
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up to $300,000,000
8 3/4 % Senior Subordinated Notes due 2009
FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of January 16, 2002, 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 November 21, 2001 (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
$160,000,000 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 First
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 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.
II.
MISCELLANEOUS PROVISIONS
A. Terms Defined.
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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.
FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
B. Indenture.
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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.
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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.
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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.
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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.
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FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
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
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Name: MARTHA DUGAN REHM
Title: Senior Vice President
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FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
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
BRECKENRIDGE RESORT PROPERTIES, INC.
COMPLETE TELECOMMUNICATIONS, INC. (F/K/A VR
TELECOMMUNICATIONS, INC.)
JACKSON HOLE GOLF AND TENNIS CLUB, INC.
TETON HOSPITALITY SERVICES, INC.
VAIL RR, INC.
VA RANCHO MIRAGE I, INC.
VA RANCHO MIRAGE II, INC.
VAMHC, INC.
Each by its authorized officer:
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Senior Vice President
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FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
GUARANTORS (CONTINUED):
TETON HOSPITALITY, LLC
BY: Teton Hospitality Services, Inc.,
its Sole Member
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Vice President
JHL&S, LLC
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Authorized Signatory
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FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
ADDITIONAL GUARANTORS:
ROCKRESORTS INTERNATIONAL, LLC
ROCKRESORTS LLC
ROCKRESORTS CASA MADRONA, LLC
ROCKRESORTS CHEECA, LLC
ROCKRESORTS EQUINOX, INC.
ROCKRESORTS LAPOSADA, LLC
ROCKRESORTS ROSARIO, LLC
Each by its authorized officer:
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Senior Vice President
VA RANCHO MIRAGE RESORT, L.P.
By: VA RANCHO MIRAGE I, INC.,
Its general partner
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Senior Vice President
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FIRST SUPPLEMENTAL INDENTURE
TO 2001 INDENTURE
TRUSTEE:
THE BANK OF NEW YORK
as Trustee
By: /s/ Cynthia Chaney
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Name: Cynthia Chaney
Title:
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