SUPPLEMENTALINDENTURE Dated asof July 11, 2008 to INDENTURE Dated asof January29, 2004 among VAILRESORTS, INC., as Issuer, theGuarantors named therein, as Guarantors, and THE BANKOF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ____________________ 63/4%Senior Subordinated Notes due 2014
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EX-4.1(E) 4 exhibit4_1e.htm EXHIBIT 4.1(E) exhibit4_1e.htm
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
