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10-Q - FORM 10-Q - VAIL RESORTS INCd10q.htm
EX-32 - CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - VAIL RESORTS INCdex32.htm
EX-10.1 - CONSENT, WAIVER AND FIFTH AMENDMENT TO RESTATED CREDIT AGREEMENT - VAIL RESORTS INCdex101.htm
EX-31.2 - CERTIFICATIONS OF CHIEF FINANCIAL OFFICER - VAIL RESORTS INCdex312.htm
EX-31.1 - CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER - VAIL RESORTS INCdex311.htm
EXCEL - IDEA: XBRL DOCUMENT - VAIL RESORTS INCFinancial_Report.xls

Exhibit 4.1(j)

 

 

SUPPLEMENTAL INDENTURE

Dated as of November 15, 2010

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 November 15, 2010, 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 page hereto (the “Additional Guarantor”), 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, the Additional Guarantor 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 the 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

The 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 the 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.

 

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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 Guarantor 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.

 

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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:

 

 

All Media Holdings, Inc.

All Media Associates, Inc.

Arrabelle at Vail Square, LLC

Beaver Creek Associates, Inc.

Beaver Creek Consultants, Inc.

Beaver Creek Food Services, Inc.

Breckenridge Resort Properties, Inc.

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.

Gillett Broadcasting, Inc.

Grand Teton Lodge Company

Heavenly Valley, Limited Partnership

Jackson Hole Golf and Tennis Club, Inc.

Jackson Hole Golf & Tennis Club Snack Shack, LLC

Jackson Lake Lodge Corporation

Jenny Lake Lodge, Inc.

Jenny Lake Store, LLC

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.

 

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Mesa Verde Lodge Company

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, LLC

Rockresorts LLC

Rockresorts LaPosada, LLC

Rockresorts Rosario, LLC

Rockresorts (St. Lucia) Inc.

Rockresorts Ski Tip, LLC

Rockresorts Tempo, LLC

Rockresorts Third Turtle, Ltd.

Rockresorts Wyoming, LLC

SOHO Development, LLC

SSI Venture LLC

SSV Holdings, Inc.

Stampede Canteen, LLC

Teton Hospitality Services, Inc.

The Chalets at the Lodge at Vail, LLC

The Vail Corporation

The Village at Breckenridge Acquisition Corp., Inc.

Vail Associates Holdings, Ltd.

Vail Associates Investments, Inc.

Vail Associates Real Estate, Inc.

Vail Food Services, Inc.

Vail Holdings, Inc.

Vail Hotel Management Company, LLC

Vail Resorts Development Company

Vail Resorts Lodging 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.

VR Holdings, Inc.

Zion Lodge Company

 

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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

 

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ADDITIONAL GUARANTOR:
LAKE TAHOE LODGING COMPANY, a Colorado corporation
By:  

/S/ JEFFREY W. JONES

Name:   Jeffrey W. Jones
Title:   Senior Executive Vice President
  and Chief Financial Officer

 

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

/S/ JOHN A. (ALEX) BRIFFETT

  Name:  John A. (Alex) Briffett
  Title:    Authorized Signatory

 

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