exhibit10_1.htm


    
      

    

    Exhibit
10.1

    


    FOURTH AMENDMENT
TO

    FOURTH AMENDED
AND RESTATED
CREDIT AGREEMENT

    


               THIS
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”)
is dated as of April 30, 2008, but effective as of the Effective Date
(hereinafter defined), among THE VAIL CORPORATION, a
Colorado corporation doing business as “Vail Associates, Inc.” (the “Company”),
the LENDERS (as defined
in the Credit Agreement referenced below) party hereto, and BANK OF AMERICA, N.A., as
Administrative Agent (hereinafter defined).

    


    R E C I T A L
S

    


               A.           The
Company has entered into that certain Fourth Amended and Restated Credit
Agreement dated as of January 28, 2005, with Bank of America, N.A., as
Administrative Agent (in such capacity, the “Administrative
Agent”), and certain other agents and lenders party thereto, as amended
by that certain First Amendment to Fourth Amended and Restated Credit Agreement
dated as of June 29, 2005, that certain Second Amendment to Fourth Amended and
Restated Credit Agreement dated as of February 17, 2006, and that certain
Limited Waiver, Release, and Third Amendment to Fourth Amended and Restated
Credit Agreement dated as of March 13, 2007 (as amended, the “Credit
Agreement”).  Unless otherwise indicated herein, all
capitalized terms used herein shall have the meanings set forth in the Credit
Agreement, and all Section references herein shall be references to sections in
the Credit Agreement.

    


    B.           The
Company has requested certain amendments to the Credit Agreement, which, among
other things, (i) modify certain financial covenants, and (ii) clarify certain
calculations under the Credit Agreement as they relate to the Company’s
ownership interest in SSI Venture LLC.    

    


               Subject
to the terms and conditions set forth herein, the Company, the Lenders party
hereto, the Guarantors (by execution of the attached Guarantors’ Consent and
Agreement), and the Administrative Agent agree as follows:

               


    1.           Amendments.

    


    (a)           New
Definition.  Section
1.1 (Definitions) is amended
by inserting the following new definition alphabetically to read as
follows:

    


    “Borrower’s
Ownership Percentage means, for any period, the weighted average
membership interest held directly or indirectly by Borrower in SSI (expressed as
a percentage) during such period.”

     

    (b)           Modification of Definition
of Adjusted EBITDA.  Section
1.1 (Definitions) is amended by modifying the definition of “Adjusted
EBITDA” to read as follows:

     

    “Adjusted
EBITDA means, without duplication, for any period of determination, the
sum of (a) EBITDA of the Restricted Companies (excluding non-recurring gains or
losses), plus (b) Borrower’s Ownership Percentage of the EBITDA of SSI, plus (c)
insurance proceeds (up to a maximum of $10,000,000 in the aggregate in any
fiscal year) received by the Restricted Companies under policies of business
interruption insurance (or under policies of insurance which cover losses or
claims of the same character or type).  Adjusted EBITDA for all
purposes under this Agreement shall (x) include, on a pro forma basis without
duplication, all EBITDA of the Restricted Companies (and if SSI is not a
Restricted Subsidiary, Borrower’s Ownership Percentage of the EBITDA of SSI)
from assets acquired in accordance with this Agreement (including, without
limitation, Restricted Subsidiaries formed or acquired in accordance with Section
9.10 hereof, and Unrestricted Subsidiaries re-designated as Restricted
Subsidiaries in accordance with Section
9.11(b) hereof) during any applicable period, calculated as if such
assets were acquired on the first day of such period, and (y) exclude, on a pro
forma basis, all EBITDA of the Restricted Companies (and if SSI is not a
Restricted Subsidiary, Borrower’s Ownership Percentage of the EBITDA of SSI)
from assets disposed of in accordance with this Agreement during such period
(including, without limitation, Restricted Subsidiaries re-designated as
Unrestricted Subsidiaries in accordance with Section
9.11(a) hereof), calculated as if such assets were disposed of on the
first day of such period.”

     

     (c)           Modification of Definition
of Applicable Margin.  Section
1.1 (Definitions) is amended to reflect the change to the definition of
“Adjusted
EBITDA” by deleting the last sentence of the definition of “Applicable
Margin”.

    


    (d)           Modification of Definition
of EBITDA.  Section
1.1 (Definitions) is amended by replacing the period at the end of the
definition of “EBITDA”
with a semi-colon, and adding the following proviso:

     

    “provided however, that if
cash distributed to a Restricted Company by a Real Estate Joint Venture that is
an Unrestricted Company exceeds the aggregate amount of all cash, and the
Restricted Company’s basis in property and other assets, contributed by such
Restricted Company to such Real Estate Joint Venture, then the amount of such
excess shall be included in the EBITDA of such Restricted Company.”

     

     (e)           Modification of Definition
of Funded Debt.  Section
1.1 (Definitions) is amended by modifying the proviso to the definition
of “Funded
Debt” to read as follows:

     

    “provided, that, for purposes of
calculating the Funded Debt of the Restricted Companies under this Agreement, if
SSI is not a Restricted Subsidiary, then (unless otherwise indicated) Borrower’s
Ownership Percentage of the principal of and interest on SSI’s Funded Debt shall
be included in each such calculation.”

     

    (f)           Modification of Definition
of Net Income.  Section
1.1 (Definitions) is amended by modifying clause
(b) of the
definition of “Net
Income” to read as follows:

     

    “(b)           if
SSI is not a Restricted Subsidiary, then (unless otherwise indicated) Borrower’s
Ownership Percentage of the Net Income of SSI shall be included in each such
calculation; and”.

     

    (g)           Modification of Definition
of Total Assets.  Section
1.1 (Definitions) is amended by modifying the definition of “Total
Assets” to read as follows:

     

    “Total Assets
means, as of any date of determination for the Restricted Companies on a
consolidated basis, the book value of all assets of the Restricted Companies (as
determined in accordance with GAAP), and if SSI is not a Restricted Company,
Borrower’s Ownership Percentage of the book value of all assets of
SSI.”

     

    (h)           Modification of Negative
Covenants.  Clause
(c)(ii) of Section
10.11 is amended to reflect the change to the definition of “Adjusted
EBITDA” by deleting everything after the semicolon therein.

    


    (i)           Modification of Financial
Covenants.  Section
11 (Financial Covenants)
is amended as follows:

    


    (i) The
second sentence of the introductory paragraph of Section 11
is amended to read as follows to reflect the change to the definition of “Adjusted
EBITDA”:

    


    “Borrower
shall calculate each such ratio after giving effect to the provisions of Section 1.3
hereof.”

     

    (ii)           Section
11.3 (Minimum Net Worth) is amended by replacing clause (d) thereof with the
following:

    


    “(c) 100%
of any Net Proceeds received by any Restricted Company from the offering,
issuance, or sale of equity securities of a Restricted Company after October 31,
2004 (other than Net Proceeds received from another Company or from the exercise
of employee stock options).”

    


    (iii)           Section
11.5 (Capital Expenditures) is amended to modify the limit on capital
expenditures as a percentage of Total Assets by replacing “10%” therein with
“15%”.

    


    (j)           Modification of Schedule
8.2.  Schedule
8.2 (Corporate Organization
and Structure) is revised as set forth on Annex A
attached hereto.

    


    (k)           Modification of Compliance
Certificate.   The Compliance
Certificate is modified by revising “Annex A” thereto in its
entirety as set forth on Annex B
hereto.

    


    2.           Representations
and Warranties.  As a material
inducement to the Lenders and the Administrative Agent to execute and deliver
this Amendment, the Company represents and warrants to the Lenders and the
Administrative Agent (with the knowledge and intent that Lenders are relying
upon the same in entering into this Amendment) that: (a) the Company and the
Guarantors have all requisite authority and power to execute, deliver, and
perform their respective obligations under this Amendment and the Guarantors’
Consent and Agreement, as the case may be, which execution, delivery, and
performance have been duly authorized by all necessary action, require no
Governmental Approvals, and do not violate the respective certificates of
incorporation or organization, bylaws, or operating agreement, or other
organizational or formation documents of such Companies; (b) upon execution and
delivery by the Company, the Guarantors, the Administrative Agent, and the
Lenders, this Amendment will constitute the legal and binding obligation of the
Company and each Guarantor, enforceable against such entities in accordance with
the terms of this Amendment, except as that enforceability
may be limited by general principles of equity or by bankruptcy or insolvency
laws or similar laws affecting creditors’ rights generally; (c) all
representations and warranties in the Loan Papers are true and correct in all
material respects as though made on the date hereof, except to the extent that any
of them speak to a specific date or the facts on which any of them are based
have been changed by transactions contemplated or permitted by the Credit
Agreement; and (d) no Default or Potential Default has occurred and is
continuing.

    


    3.           Conditions
Precedent to Effectiveness.  This Amendment
shall be effective on the date (the “Effective
Date”) upon which the Administrative Agent receives each of the following
items:

    


    (a)           counterparts
of this Amendment executed by the Company, the Administrative Agent, and
Required Lenders;

    


    (b)           the
Guarantors’ Consent and Agreement executed by each Guarantor;

    


    (c)           legal
opinions of Fiona E. Arnold, Senior Vice President and General Counsel of Vail
Resorts, Inc., and Hogan & Hartson LLP, each in form and substance
satisfactory to the Administrative Agent;

    


    (d)           an
Officers’ Certificate for the Restricted Companies (i) attaching resolutions
authorizing the transactions contemplated hereby, (ii) certifying that no
changes have been made to the Restricted Companies’ respective articles of
incorporation or organization, bylaws, or operating agreements since the date
such documents were previously provided to the Administrative Agent, as
applicable, (iii) listing the names and titles of the Responsible Officers, and
(iv) providing specimen signatures for such Responsible Officers;
and

    


    (e)           a
certificate signed by a Responsible Officer certifying that as of the Effective
Date (i) all of the representations and warranties of the Companies in the Loan
Papers are true and correct in all material respects (unless they specifically
refer to an earlier date, in which case they shall be true and correct as of
such earlier date, or are based on facts which have changed by transactions
contemplated or permitted by the Credit Agreement), (ii) no Default or Potential
Default exists under the Credit Agreement or would result from the execution and
delivery of this Amendment, (iii) there has been no event or circumstance since
July 31, 2007 that has had or could be reasonably expected to result in, either
individually or in the aggregate, a Material Adverse Event, and (iv) except as
set forth on Schedule
8.7 of the Credit Agreement or as disclosed in VRI’s Annual Report on
Form 10-K for the year ended July 31, 2007, there is no action, suit,
investigation, or proceeding pending or, to the knowledge of the Company,
threatened, in any court or before any arbitrator or Governmental Authority that
is reasonably likely to be determined adversely to any Company and, if so
adversely determined, would result in a Material Adverse Event.

     

    4.           Expenses.  The Company shall
pay all reasonable out-of-pocket fees and expenses paid or incurred by the
Administrative Agent incident to this Amendment, including, without limitation,
the reasonable fees and expenses of the Administrative Agent’s counsel in
connection with the negotiation, preparation, delivery, and execution of this
Amendment and any related documents.

    


    5.           Miscellaneous.  Unless stated
otherwise herein, (a) the singular number includes the plural, and vice versa, and words of any
gender include each other gender, in each case, as appropriate, (b) headings and
captions shall not be construed in interpreting provisions of this Amendment,
(c) this Amendment shall be governed by and construed in accordance with the
laws of the State of New York, (d) if any part of this Amendment is for any
reason found to be unenforceable, all other portions of it shall nevertheless
remain enforceable, (e) this Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts shall be construed together to
constitute the same document, (f) this Amendment is a “Loan
Paper” referred to in the Credit Agreement, and the provisions relating
to Loan Papers in Section 14
of the Credit Agreement are incorporated herein by reference, (g) this
Amendment, the Credit Agreement, as amended by this Amendment, and the other
Loan Papers constitute the entire agreement and understanding among the parties
hereto and supercede any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof, and (h) except as provided in
this Amendment, the Credit Agreement, the Notes, and the other Loan Papers are
unchanged and are ratified and confirmed.

    


    6.           Parties.  This Amendment
binds and inures to the benefit of the Company, the Guarantors, the
Administrative Agent, the Lenders, and their respective successors and
assigns.

    


               The
parties hereto have executed this Amendment in multiple counterparts as of the
date first above written.

    Remainder
of Page Intentionally Blank.

    Signature
Pages to Follow.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    THE VAIL CORPORATION (D/B/A “VAIL
ASSOCIATES, INC.”), as the
Company

    


    


    


    By:           /s/
Jeffrey W. Jones

    Name:             Jeffrey W.
Jones

    Title:               Senior Executive Vice
President

            
 and Chief
Financial Officer

    


    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    BANK OF AMERICA, N.A., as
Administrative Agent

    


    


    By:           /s/
Ronaldo Naval

    Name:            Ronaldo
Naval

    Title:              Vice
President

    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    BANK OF AMERICA,
N.A.,

    as a
Lender

    


    


    By:           /s/
David McCauley

    Name:           
David McCauley

    Title:              Senior
Vice President

    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    LASALLE BANK NATIONAL
ASSOCIATION,

    as a
Lender

    


    


    By:           /s/
David McCauley

    Name:            David
McCauley

    Title:              Senior
Vice President

     

    U.S. BANK NATIONAL
ASSOCIATION,

    as a
Lender

    


    


    By:           /s/
Greg Blanchard

    Name:            Greg
Blanchard

    Title:              Vice
President

    


    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Lender

    


    


    By:           /s/
Susan K. Petri

    Name:            Susan
K. Petri

    Title:              Vice
President

    


    


    


    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    DEUTSCHE BANK TRUST COMPANY
AMERICAS, as a Lender

    


    


    By:           /s/
J.T. Johnston Coe

    Name:            J.T.
Johnston Coe

    Title:              Managing
Director

    


    


    By:           /s/
Joanna Soliman

    Name:            Joanna
Soliman

    Title:              Assistant
Vice President

     

     

     

    
      
        Signature
Page to

        Fourth
Amendment to Fourth Amended and Restated Credit Agreement

        


      

    

                                                          

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    JPMORGAN CHASE BANK,
NA,

    as a
Lender

    


    


    By:           /s/
David L. Ericson

    Name:            David
L. Ericson

    Title:              Senior
Vice President


    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    COMPASS BANK,

    as a
Lender

    


    


    By:           

    Name:                      

    Title:                      

    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    COLORADO STATE BANK &
TRUST,

    as a
Lender

    


    


    By:           

    Name:                      

    Title:                      

    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    COMERICA WEST
INCORPORATED,

    as a
Lender

    


    


    By:           /s/
Fatima Arshad

    Name:            Fatima
Arshad

    Title:              Corporate
Banking Officer

    


    



    
      
        
          Signature
Page to

          Fourth
Amendment to Fourth Amended and Restated Credit Agreement

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    GUARANTORS’ CONSENT AND
AGREEMENT

     

    As an
inducement to Administrative Agent and Lenders to execute, and in consideration
of and as a condition to Administrative Agent’s and Lenders’ execution of the
foregoing Fourth Amendment to Fourth Amended and Restated Credit Agreement (the
“Fourth
Amendment”), the undersigned hereby consent to the Fourth Amendment, and
agree that (a) the Fourth Amendment shall in no way release, diminish, impair,
reduce or otherwise adversely affect the respective obligations and liabilities
of each of the undersigned under each Guaranty described in the Credit
Agreement, or any agreements, documents or instruments executed by any of the
undersigned to create liens, security interests or charges to secure any of the
indebtedness under the Loan Papers, all of which obligations and liabilities
are, and shall continue to be, in full force and effect, and (b) the Guaranty
executed by each Guarantor is ratified, and the “Guaranteed
Indebtedness” includes, without limitation, the “Obligation”
(as defined in the Credit Agreement).  This consent and agreement
shall be binding upon the undersigned, and the respective successors and assigns
of each, and shall inure to the benefit of Administrative Agent and Lenders, and
the respective successors and assigns of each, and shall be governed by and
construed in accordance with the laws of the State of New York.

     

    Vail
Resorts, Inc.

    Vail
Holdings, Inc.

    Beaver
Creek Associates, Inc.

    Beaver
Creek Consultants, Inc.

    Beaver
Creek Food Services, Inc.

    Breckenridge
Resort Properties, Inc.

    Bryce
Canyon Lodge Company

    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

    Larkspur
Restaurant & Bar, LLC

    Lodge
Properties, Inc.

    Lodge
Realty, Inc.

    Mesa
Verde Lodge Company

    Mountain
Thunder, Inc.

    National
Park Hospitality Company

    One Ski
Hill Place, LLC

    Property
Management Acquisition Corp., Inc.

    Rockresorts
Arrabelle, LLC

    Rockresorts
International, LLC

    Rockresorts
LLC

    Rockresorts
Cheeca, LLC

    Rockresorts
Eleven Biscayne, LLC

    Rockresorts
Equinox, Inc.

    Rockresorts
Hotel Jerome, LLC

    Rockresorts
LaPosada, LLC

    Rockresorts
(St. Lucia) Inc.

    Rockresorts
Third Turtle, Ltd.

    Rockresorts
Wyoming, LLC

    Rockresorts
Cordillera Lodge Company, LLC

    Rockresorts
Rosario, LLC

    Rockresorts
Ski Tip, LLC

    SOHO
Development, LLC

    SSV
Holdings, Inc.

    Teton
Hospitality Services, Inc.

    Timber
Trail, Inc.

    The
Village at Breckenridge Acquisition Corp., Inc.

    VA Rancho
Mirage I, Inc.

    VA Rancho
Mirage II, Inc.

    VA Rancho
Mirage Resort, L.P.

    Vail/Arrowhead,
Inc.

    Vail
Hotel Management Company, LLC

    Vail
Associates Holdings, Ltd.

    Vail
Associates Investments, Inc.

    Vail
Associates Real Estate, Inc.

    Vail/Beaver
Creek Resort Properties, Inc.

    Vail Food
Services, Inc.

    Vail
Resorts Development Company

    Vail RR,
Inc.

    Vail
Summit Resorts, Inc.

    Vail
Trademarks, Inc.

    VAMHC,
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:

            	
              Senior Executive Vice
      President

            


    

    and Chief Financial
Officer

    


    


    



    
      
        
          Guarantors’
Consent and Agreement

        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX A

    


    Schedule
8.2

    


    (Attached)


    
      
        
          Annex
A to

          Fourth
Amendment

        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX B

    


    Annex A to Exhibit
D

    


    CREDIT
FACILITY COVENANTS CALCULATIONS

    


    Subject
Period:  ___________________, 200_

    


    
      	 
      	
              Months

              Ended - -

               

            
	
              10.8(m)                        INVESTMENTS
      IN PERSONS

               

            	 
      
	
              (i)Investments
      during Subject Period in Unrestricted Subsidiaries, Housing Districts and
      Metro Districts not otherwise permitted under Section
      10.8(j)(ii), and other Persons (other than Restricted Subsidiaries)
      involved in Similar Businesses:

               

            	
               

               

               

              $                         

            
	
              (ii)Investments
      during prior Subject Periods in Unrestricted Subsidiaries, Housing
      Districts and Metro Districts not otherwise permitted under Section
      10.8(j)(ii), and other Persons (other than Restricted Subsidiaries)
      involved in Similar Businesses:

               

            	
               

               

               

              $                         

            
	
              (iii)       Investments
      set forth on part
      (b) of Schedule
      10.8:

            	
              $                         

               

            
	
              (iv)(10.8(m)(i)
      plus 10.8(m)(ii)
      plus 10.8(m)(iii)):

            	
              $                         

            
	 
      	 
      
	
              (v)        $75,000,000:

            	
              $75,000,000

               

            
	
              (vi)           Book
      value of Total Assets:

            	
              $                         

            
	 
      	 
      
	
                           (vii)       10%
      of 10.8(m)(vi):

            	
              $                         

               

            
	
              (viii)           Investment
      Limit (10.8(m)(v)
      plus 10.8(m)(vii)):

            	
              $                         

               

            
	
              (ix)       Net
      reductions in investments permitted under Section
      10.8(m) in an aggregate amount not to exceed 10.8(m)(viii):

            	
               

              $                         

               

            
	
              (x)Maximum
      permitted investments in Unrestricted Subsidiaries, Housing Districts and
      Metro Districts not otherwise permitted under Section
      10.8(j)(ii), and other Persons (other than Restricted Subsidiaries)
      involved in Similar Businesses permitted after the Closing Date, and
      investments set forth on part (b)
      of Schedule
      10.8 (10.8(m)(viii)
      plus 10.8(m)(ix)):

               

            	
               

               

               

               

               

              $                         

            
	
              (xi)       Fair
      market value of all assets owned by Restricted Subsidiaries on the Closing
      Date which have been contributed to Unrestricted
Subsidiaries:

               

            	
               

               

              $                         

            
	
              (xii)     Is
      10.8(m)(xi)
      less than $75,000,000?

            	
              Yes/No

            
	 
      	 
      
	
              (xiii)Are
      investments in Unrestricted Subsidiaries, Housing Districts and Metro
      Districts not otherwise permitted under Section
      10.8(j)(ii), and other Persons (other than Restricted Subsidiaries)
      involved in Similar Businesses, and investments set forth on part
      (b) of Schedule
      10.8 (10.8(m)(iv)), less
      than or equal to the maximum amount permitted (10.8(m)(x))?

               

            	
               

               

               

               

               

              Yes/No

            
	
              10.9(d)                      DISTRIBUTIONS,
      LOANS, ADVANCES, AND INVESTMENTS

               

            	 
      
	
              (i)Distributions
      under Section
      10.9(d), and loans, advances, and investments made, which are not
      otherwise permitted under Section
      10.8 during Subject Period:

            	
               

               

              $                         

               

            
	
              (ii)Distributions
      under Section
      10.9(d), and loans, advances, and investments made, which are not
      otherwise permitted under Section
      10.8 during prior Subject Periods:

            	
               

               

              $                         

               

            
	
              (iii)Aggregate
      Distributions under Section
      10.9(d), and loans, advances, and investments made, which are not
      otherwise permitted under Section
      10.8 (the sum of 10.9(d)(i)
      plus 10.9(d)(ii)):

               

            	
               

               

              $                         

            
	
              (iv)Aggregate
      amount of Restricted Payments (as defined in the VRI Indenture) that VRI
      and its Restricted Subsidiaries are permitted to make under, and in
      accordance with, Section
      4.10 of the VRI
      Indenture, as set forth in detail on Schedule I
      attached hereto:

               

            	
               

               

               

              $                         

            
	
              (v)        Are
      aggregate Distributions under Section
      10.9(d), and loans, advances, and investments made, which are not
      otherwise permitted under Section
      10.8 (10.9(d)(iii))
      less than the maximum amount of Restricted Payments permitted (10.9(d)(iv))?

            	
               

               

               

              Yes/No

               

            
	
              11.1           RATIO
      OF NET FUNDED DEBT TO ADJUSTED EBITDA:

            	 
      
	
              (i)All
      obligations of the Companies for borrowed money:

            	
              $                         

            
	
              (ii)Minus all obligations of the Unrestricted
      Subsidiaries for borrowed money (the sum of items
      11.1(ii)(A) through 11.1(ii)(AA)
      below):

               

            	
               

               

              ($_____________ )

            
	
              (A)SSI
      Venture LLC (weighted average of the membership interest not held by a
      Company) (if SSI is not a Restricted Subsidiary)

            	
               

               

              ($_____________ )

            
	
              (B)Colter
      Bay Café Court, LLC

            	
              ($_____________ )

            
	
              (C)Colter
      Bay Convenience Store, LLC

            	
              ($_____________ )

            
	
              (E)Colter
      Bay Corporation

            	
              ($_____________ )

            
	
              (E)Colter
      Bay General Store, LLC

            	
              ($_____________ )

            
	
              (F)Colter
      Bay Marina, LLC

            	
              ($_____________ )

            
	
              (G)Crystal
      Peak Lodge of Breckenridge, Inc.

            	
              ($_____________ )

            
	
              (H)Gross
      Ventre Utility Company

            	
              ($_____________ )

            
	
              (I)Jackson
      Hole Golf & Tennis Club Snack Shack, LLC

            	
              ($_____________ )

            
	
              (J)Jackson
      Lake Lodge Corporation

            	
              ($_____________ )

            
	
              (K)Jenny
      Lake Lodge, Inc.

            	
              ($_____________ )

            
	
              (L)Jenny
      Lake Store, LLC

            	
              ($_____________ )

            
	
              (M)Stampede
      Canteen, LLC

            	
              ($_____________ )

            
	
              (N)Eagle
      Park Reservoir Company

            	
              ($_____________ )

            
	
              (O)Rockresorts
      International Management Company

            	
              ($_____________ )

            
	
              (P)Forest
      Ridge Holdings, Inc.

            	
              ($_____________ )

            
	
              (Q)Arrabelle
      at Vail Square, LLC

            	
              ($_____________ )

            
	
              (R)Gore
      Creek Place, LLC

            	
              ($_____________ )

            
	
              (S)The
      Chalets at the Lodge at Vail, LLC

            	
              ($_____________ )

            
	
              (T)RCR
      Vail, LLC

            	
              ($_____________ )

            
	
              (U)Hunkidori
      Land Company, LLC

            	
              ($_____________ )

            
	
              (V)TCRM
      Company

            	
              ($_____________ )

            
	
              (W)VR
      Heavenly Concessions, Inc.

            	
              ($_____________ )

            
	
              (X)Stagecoach
      Development, LLC

            	
              ($_____________ )

            
	
              (Y)           Vail
      Resorts Lodging Company

            	
              ($_____________ )

            
	
              (Z)           La
      Posada Beverage Service, LLC

            	
              ($_____________ )

            
	
              (AA)                      Other
      Unrestricted Subsidiaries not listed above

            	
              ($_____________ )

               

            
	
              (iii)Plus the principal portion of all Capital
      Lease obligations of the Companies:

            	
               

              $_____________

            
	
               

              (iv)Minus the principal portion of the Capital
      Lease obligations for the following Unrestricted Subsidiaries (the sum of
      items 11.1(iv)(A)
      through 11.1(iv)(AA)
      below):

               

            	
               

               

               

              ($____________)

            
	
              (A)SSI
      Venture LLC (weighted average of the membership interest not held by a
      Company) (if SSI is not a Restricted Subsidiary)

            	
               

               

              ($_____________ )

            
	
              (B)Colter
      Bay Café Court, LLC

            	
              ($_____________ )

            
	
              (C)Colter
      Bay Convenience Store, LLC

            	
              ($_____________ )

            
	
              (E)Colter
      Bay Corporation

            	
              ($_____________ )

            
	
              (E)Colter
      Bay General Store, LLC

            	
              ($_____________ )

            
	
              (F)Colter
      Bay Marina, LLC

            	
              ($_____________ )

            
	
              (G)Crystal
      Peak Lodge of Breckenridge, Inc.

            	
              ($_____________ )

            
	
              (H)Gross
      Ventre Utility Company

            	
              ($_____________ )

            
	
              (I)Jackson
      Hole Golf & Tennis Club Snack Shack, LLC

            	
              ($_____________ )

            
	
              (J)Jackson
      Lake Lodge Corporation

            	
              ($_____________ )

            
	
              (K)Jenny
      Lake Lodge, Inc.

            	
              ($_____________ )

            
	
              (L)Jenny
      Lake Store, LLC

            	
              ($_____________ )

            
	
              (M)Stampede
      Canteen, LLC

            	
              ($_____________ )

            
	
              (N)Eagle
      Park Reservoir Company

            	
              ($_____________ )

            
	
              (O)Rockresorts
      International Management Company

            	
              ($_____________ )

            
	
              (P)Forest
      Ridge Holdings, Inc.

            	
              ($_____________ )

            
	
              (Q)Arrabelle
      at Vail Square, LLC

            	
              ($_____________ )

            
	
              (R)Gore
      Creek Place, LLC

            	
              ($_____________ )

            
	
              (S)The
      Chalets at the Lodge at Vail, LLC

            	
              ($_____________ )

            
	
              (T)RCR
      Vail, LLC

            	
              ($_____________ )

            
	
              (U)Hunkidori
      Land Company, LLC

            	
              ($_____________ )

            
	
              (V)TCRM
      Company

            	
              ($_____________ )

            
	
              (W)VR
      Heavenly Concessions, Inc.

            	
              ($_____________ )

            
	
              (X)Stagecoach
      Development, LLC

            	
              ($_____________ )

            
	
              (Y)           Vail
      Resorts Lodging Company

            	
              ($_____________ )

            
	
              (Z)           La
      Posada Beverage Service, LLC

            	
              ($_____________ )

            
	
              (AA)                      Other
      Unrestricted Subsidiaries not listed above

            	
              ($_____________ )

               

            
	
                           (v)        Plus reimbursement obligations and undrawn
      amounts under Bond

                                       L/Cs
      supporting Bonds (other than Existing Housing Bonds) issued

                                       by
      Unrestricted Subsidiaries:

            	
               

               

              $                         

               

            
	
              (vi)Minus Debt under Existing Housing
      Bonds:

            	
              $                         

            
	 
      	 
      
	
              (vii)Funded
      Debt of the Restricted Companies (11.1(i)
      minus 11.1(ii)
      plus 11.1(iii)
      minus 11.1(iv)
      plus 11.1(v)
      minus 11.1(vi)):

               

            	
               

              $                         

               

            
	
              (viii) Cash
      of the Companies:

               

            	
              $                         

            
	
              (ix) Minus cash of the Unrestricted Subsidiaries
      (the sum of items
      11.1(ix)(A) through 11.1(ix)(AA)
      below):

            	
              ($_____________ )

            
	 
      	 
      
	
              (A)SSI
      Venture LLC (weighted average of the membership interest not held by a
      Company) (if SSI is not a Restricted Subsidiary)

            	
               

               

              ($_____________ )

            
	
              (B)Colter
      Bay Café Court, LLC

            	
              ($_____________ )

            
	
              (C)Colter
      Bay Convenience Store, LLC

            	
              ($_____________ )

            
	
              (E)Colter
      Bay Corporation

            	
              ($_____________ )

            
	
              (E)Colter
      Bay General Store, LLC

            	
              ($_____________ )

            
	
              (F)Colter
      Bay Marina, LLC

            	
              ($_____________ )

            
	
              (G)Crystal
      Peak Lodge of Breckenridge, Inc.

            	
              ($_____________ )

            
	
              (H)Gross
      Ventre Utility Company

            	
              ($_____________ )

            
	
              (I)Jackson
      Hole Golf & Tennis Club Snack Shack, LLC

            	
              ($_____________ )

            
	
              (J)Jackson
      Lake Lodge Corporation

            	
              ($_____________ )

            
	
              (K)Jenny
      Lake Lodge, Inc.

            	
              ($_____________ )

            
	
              (L)Jenny
      Lake Store, LLC

            	
              ($_____________ )

            
	
              (M)Stampede
      Canteen, LLC

            	
              ($_____________ )

            
	
              (N)Eagle
      Park Reservoir Company

            	
              ($_____________ )

            
	
              (O)Rockresorts
      International Management Company

            	
              ($_____________ )

            
	
              (P)Forest
      Ridge Holdings, Inc.

            	
              ($_____________ )

            
	
              (Q)Arrabelle
      at Vail Square, LLC

            	
              ($_____________ )

            
	
              (R)Gore
      Creek Place, LLC

            	
              ($_____________ )

            
	
              (S)The
      Chalets at the Lodge at Vail, LLC

            	
              ($_____________ )

            
	
              (T)RCR
      Vail, LLC

            	
              ($_____________ )

            
	
              (U)Hunkidori
      Land Company, LLC

            	
              ($_____________ )

            
	
              (V)TCRM
      Company

            	
              ($_____________ )

            
	
              (W)VR
      Heavenly Concessions, Inc.

            	
              ($_____________ )

            
	
              (X)Stagecoach
      Development, LLC

            	
              ($_____________ )

            
	
              (Y)           Vail
      Resorts Lodging Company

            	
              ($_____________ )

            
	
              (Z)           La
      Posada Beverage Service, LLC

            	
              ($_____________ )

            
	
              (AA)                      Other
      Unrestricted Subsidiaries not listed above

            	
              ($_____________ )

               

            
	
              (x) Investments
      of the Companies in marketable obligations issued or unconditionally
      guaranteed by the U.S. or issued by any of its agencies and backed by the
      full faith and credit of the U.S., in each case maturing within one year
      from the date of acquisition:

               

            	
               

               

               

              $                         

            
	
              (xi) Investments
      of the Companies in short-term
      investment grade domestic and eurodollar certificates of deposit or time
      deposits that are fully insured by the Federal Deposit Insurance
      Corporation or are issued by commercial banks organized under the Laws of
      the U.S. or any of its states having combined capital, surplus, and
      undivided profits of not less than $100,000,000 (as shown on its most
      recently published statement of condition):

               

            	
               

               

               

              $                         

            
	
              (xii) Investments
      of the Companies in commercial paper and similar obligations rated “P-1” by Moody’s or
      “A-1” by
      S&P:

               

            	
               

               

              $                         

            
	
              (xiii)Investments
      of the Companies in readily marketable Tax-free municipal bonds of a
      domestic issuer rated “A-2” or better by
      Moody’s or “A” or
      better by S&P, and maturing within one year from the date of
      issuance:

            	
               

               

               

              $                         

               

            
	
              (xiv)            Investments
      of the Companies in mutual funds or money marketaccounts investing
      primarily in items described in items
      11.1(x)through (xiii)
      above:

               

            	
               

              $                         

               

            
	
              (xv)Investments
      of the Companies in demand deposit accounts maintained in the ordinary
      course of business:

            	
               

              $                         

               

            
	
              (xvi)Investments
      of the Companies in short-term repurchase agreements with major banks and
      authorized dealers, fully collateralized to at least 100% of market value
      by marketable obligations issued or unconditionally guaranteed by the U.S.
      or issued by any of its agencies and backed by the full faith and credit
      of the U.S.:

               

            	
               

               

               

               

              $                         

               

            
	
              (xvii)Investments
      of the Companies in short-term variable rate demand notes that invest in
      tax-free municipal bonds of domestic issuers rated “A-2” or better by
      Moody’s or “A” or
      better by S&P that are supported by irrevocable letters of credit
      issued by commercial banks organized under the laws of the U.S. or any of
      its states having combined capital, surplus, and undivided profits of not
      less than $100,000,000:

               

            	
               

               

               

               

               

               

              $                         

               

            
	
              (xviii)Temporary
      Cash Investments of the Companies (11.1(x)
      plus 11.1(xi)
      plus 11.1(xii)
      plus 11.1(xiii)
      plus 11.1(xiv)
      plus 11.1(xv) plus 11.1(xvi)
      plus 11.1(xvii)):

            	
               

               

              $                         

               

            
	
              (xix)           Minus Temporary Cash Investments of the
      UnrestrictedSubsidiaries (the sum of items
      11.1(xix)(A) through 11.1(xix)(AA)below):

               

            	
               

               

              ($_____________ )

            
	
              (A)SSI
      Venture LLC (weighted average of the membership interest not held by a
      Company) (if SSI is not a Restricted Subsidiary)

            	
               

               

              ($_____________ )

            
	
              (B)Colter
      Bay Café Court, LLC

            	
              ($_____________ )

            
	
              (C)Colter
      Bay Convenience Store, LLC

            	
              ($_____________ )

            
	
              (E)Colter
      Bay Corporation

            	
              ($_____________ )

            
	
              (E)Colter
      Bay General Store, LLC

            	
              ($_____________ )

            
	
              (F)Colter
      Bay Marina, LLC

            	
              ($_____________ )

            
	
              (G)Crystal
      Peak Lodge of Breckenridge, Inc.

            	
              ($_____________ )

            
	
              (H)Gross
      Ventre Utility Company

            	
              ($_____________ )

            
	
              (I)Jackson
      Hole Golf & Tennis Club Snack Shack, LLC

            	
              ($_____________ )

            
	
              (J)Jackson
      Lake Lodge Corporation

            	
              ($_____________ )

            
	
              (K)Jenny
      Lake Lodge, Inc.

            	
              ($_____________ )

            
	
              (L)Jenny
      Lake Store, LLC

            	
              ($_____________ )

            
	
              (M)Stampede
      Canteen, LLC

            	
              ($_____________ )

            
	
              (N)Eagle
      Park Reservoir Company

            	
              ($_____________ )

            
	
              (O)Rockresorts
      International Management Company

            	
              ($_____________ )

            
	
              (P)Forest
      Ridge Holdings, Inc.

            	
              ($_____________ )

            
	
              (Q)Arrabelle
      at Vail Square, LLC

            	
              ($_____________ )

            
	
              (R)Gore
      Creek Place, LLC

            	
              ($_____________ )

            
	
              (S)The
      Chalets at the Lodge at Vail, LLC

            	
              ($_____________ )

            
	
              (T)RCR
      Vail, LLC

            	
              ($_____________ )

            
	
              (U)Hunkidori
      Land Company, LLC

            	
              ($_____________ )

            
	
              (V)TCRM
      Company

            	
              ($_____________ )

            
	
              (W)VR
      Heavenly Concessions, Inc.

            	
              ($_____________ )

            
	
              (X)Stagecoach
      Development, LLC

            	
              ($_____________ )

            
	
              (Y)           Vail
      Resorts Lodging Company

            	
              ($_____________ )

            
	
              (Z)           La
      Posada Beverage Service, LLC

            	
              ($_____________ )

            
	
              (AA)                      Other
      Unrestricted Subsidiaries not listed above

               

            	
              ($_____________ )

            
	
              (xx)           Unrestricted
      Cash of the Restricted Companies (11.1(viii)
      minus11.1(ix)
      plus 11.1(xviii)
      minus 11.1(xix)):

            	
               

              $                         

               

            
	
              (xxi)           Unrestricted
      Cash of the Restricted Companies in excess of$10,000,000:

               

            	
               

              $                         

            
	
              (xxii)                      Net
      Funded Debt (11.1(vii)
      minus 11.1(xxi)):

               

            	
              $                         

            
	
              (xxiii)EBITDA
      of the Companies for the last four fiscal quarters:

            	
              $                         

               

            
	
              (xxiv)Plus insurance proceeds (up to a maximum of
      $10,000,000 in the aggregate for any fiscal year) received by the
      Restricted Companies under policies of business interruption insurance (or
      under policies of insurance which cover losses or claims of the same
      character or type):

            	
               

               

               

               

              $                         

            
	
               

              (xxv)Plus pro forma EBITDA of the
      Restricted Companies (and if SSI is not a Restricted Company, Borrower’s
      Ownership Percentage of the EBITDA of SSI) for assets acquired during such
      period (excluding EBITDA of Restricted Companies from cash distributions
      from Real Estate Joint Ventures that are Unrestricted Subsidiaries, to the
      extent such amounts are included in 11.1
      (xxii)):

            	
               

               

               

              $                         

            
	
               

              (xxvi)Minus pro forma EBITDA of the
      Restricted Companies (and if SSI is not a Restricted Company, Borrower’s
      Ownership Percentage of the EBITDA of SSI) for assets disposed of during
      such period:

            	
               

               

               

              ($_____________ )

            
	
               

              (xxvii)Minus EBITDA for such period attributable
      to the following Unrestricted Subsidiaries (sum of items 11.1(xxvii)(A)
      through 11.1(xxvii)(AA)
      below):

               

            	
               

               

               

              ($_____________ )

            
	
              (A)SSI
      Venture LLC (weighted average of the membership interest not held by a
      Company) (if SSI is not a Restricted Subsidiary)

            	
               

               

              ($_____________ )

            
	
              (B)Colter
      Bay Café Court, LLC

            	
              ($_____________ )

            
	
              (C)Colter
      Bay Convenience Store, LLC

            	
              ($_____________ )

            
	
              (E)Colter
      Bay Corporation

            	
              ($_____________ )

            
	
              (E)Colter
      Bay General Store, LLC

            	
              ($_____________ )

            
	
              (F)Colter
      Bay Marina, LLC

            	
              ($_____________ )

            
	
              (G)Crystal
      Peak Lodge of Breckenridge, Inc.

            	
              ($_____________ )

            
	
              (H)Gross
      Ventre Utility Company

            	
              ($_____________ )

            
	
              (I)Jackson
      Hole Golf & Tennis Club Snack Shack, LLC

            	
              ($_____________ )

            
	
              (J)Jackson
      Lake Lodge Corporation

            	
              ($_____________ )

            
	
              (K)Jenny
      Lake Lodge, Inc.

            	
              ($_____________ )

            
	
              (L)Jenny
      Lake Store, LLC

            	
              ($_____________ )

            
	
              (M)Stampede
      Canteen, LLC

            	
              ($_____________ )

            
	
              (N)Eagle
      Park Reservoir Company

            	
              ($_____________ )

            
	
              (O)Rockresorts
      International Management Company

            	
              ($_____________ )

            
	
              (P)Forest
      Ridge Holdings, Inc.

            	
              ($_____________ )

            
	
              (Q)Arrabelle
      at Vail Square, LLC

            	
              ($_____________ )

            
	
              (R)Gore
      Creek Place, LLC

            	
              ($_____________ )

            
	
              (S)The
      Chalets at the Lodge at Vail, LLC

            	
              ($_____________ )

            
	
              (T)RCR
      Vail, LLC

            	
              ($_____________ )

            
	
              (U)Hunkidori
      Land Company, LLC

            	
              ($_____________ )

            
	
              (V)TCRM
      Company

            	
              ($_____________ )

            
	
              (W)VR
      Heavenly Concessions, Inc.

            	
              ($_____________ )

            
	
              (X)Stagecoach
      Development, LLC

            	
              ($_____________ )

            
	
              (Y)           Vail
      Resorts Lodging Company

            	
              ($_____________ )

            
	
              (Z)           La
      Posada Beverage Service, LLC

            	
              ($_____________ )

            
	
              (AA)                      Other
      Unrestricted Subsidiaries not listed above

            	
              ($_____________ )

               

            
	
              (xxviii)Adjusted
      EBITDA (11.1(xxiii)
      plus 11.1(xxiv)
      plus 11.1(xxv)
      minus 11.1(xxvi)
      minus 11.1(xxvii)):

               

            	
               

              $                         

            
	
              (xxix)Ratio
      of Net Funded Debt to Adjusted EBITDA

              (Ratio of 11.1(xxii)
      to 11.1(xxviii)):

            	 
      
	
               

              (xxx)Maximum
      ratio of Net Funded Debt to Adjusted EBITDA permitted:

            	
               

              4.50
      : 1.00

               

            
	
               

              (xxxi)Is
      the ratio of Net Funded Debt to Adjusted EBITDA less than the maximum
      ratio permitted?

            	
               

              Yes/No

            
	
               

              11.2           [RESERVED]

            	 
      
	 
      	 
      
	
              11.3           MINIMUM
      NET WORTH:

               

            	 
      
	
              (a)Shareholders’
      Equity determined in accordance with GAAP:

               

            	
              $                         

            
	
              (b)$414,505,800:

               

            	
              $414,505,800

            
	
              (c)Restricted
      Companies’ Net Income, if positive, for each fiscal year completed after
      October 31, 2004:

               

            	
               

              $                         

            
	
              (d)75%
      of the total from 11.3(c):

               

            	
              $                         

            
	
              (e)Net
      Proceeds received by any Restricted Company from the offering, issuance,
      or sale of equity securities of a Restricted Company after October 31,
      2004 (other than Net Proceeds received from another Company or from the
      exercise of employee stock options):

               

            	
               

               

               

              $                         

            
	
              (f)Minimum
      shareholders’ equity permitted

              (11.3(b)
      plus 11.3(d)
      plus 11.3(e)):

               

            	
               

              $                         

            
	
              (g)Does
      Shareholders’ Equity exceed the minimum permitted?

            	
              Yes/No

            
	
              11.4           INTEREST
      COVERAGE RATIO

            	 
      
	
              (a)Adjusted
      EBITDA for the last four fiscal quarters (11.1(xxviii)):

            	
              $                         

            
	
               

              (b)Interest
      expense on Funded Debt for the last four fiscal quarters:

            	
               

              $                         

               

            
	
              (c)Amortization
      of deferred financing costs and original issue discounts:

            	
               

              $                         

            
	
               

              (d)11.4(b)
      minus 11.4(c):

            	
               

              $                         

            
	
               

              (e)           Interest
      Coverage Ratio (Ratio of 11.4(a)
      to 11.4(d)):

            	 
      
	
               

              (f)           Minimum
      Interest Coverage Ratio permitted:

            	
               

              2.50
      : 1.00

            
	
               

              (g)Does
      the Interest Coverage Ratio exceed the minimum ratio
      permitted?

            	
               

               

              Yes/No

            
	
               

              11.5           CAPITAL
      EXPENDITURES

            	 
      
	
               

              (a)Aggregate
      capital expenditures of the Restricted Companies in the ordinary course of
      the business during each fiscal year (excluding (i) normal replacements
      and maintenance which are properly charged to current operations, and (ii)
      expenditures relating to real estate held for resale):

            	
               

               

               

               

               

               

              $                         

            
	
               

              (b)Total
      Assets of the Restricted Companies (and, if SSI is not a Restricted
      Company, Borrower’s Ownership Percentage of the total assets of SSI) as of
      the last day of the fiscal year:

            	
               

               

              $                         

            
	
               

              (c)Maximum
      capital expenditures permitted (15% of Total Assets of the Restricted
      Companies (and, if SSI is not a Restricted Company, Borrower’s Ownership
      Percentage of the total assets of SSI) set forth in 11.5(b)):

               

            	
               

               

              $                         

            
	
              (d)Are
      aggregate capital expenditures less than the maximum amount
      permitted?

            	
               

              Yes/No

            
	 
      	 
      
	
              LETTERS
      OF CREDIT

            	 
      
	 
      	 
      
	
              Set
      forth on Schedule
      1 attached hereto is a list of all issued and outstanding letters
      of credit issued for the account of any of the Companies, and the drawn
      and undrawn amounts thereunder