Supplemental Indenture



 Exhibit 4.1 

 
  

SUPPLEMENTAL INDENTURE 
 Dated as of April 11, 2012 
 to 

INDENTURE 
 Dated
as of April 25, 2011 
 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 

 
  

6.50 % Senior Subordinated Notes due 2019 







 SUPPLEMENTAL INDENTURE, dated as of April 11, 2012, 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 pages hereto (the “Additional Guarantor”),
and The Bank of New York Mellon Trust Company, N. A., a national banking association, as trustee (the “Trustee”). 
 WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of April 25, 2011 (the “Indenture”) providing for the issuance of
$390,000,000 aggregate principal amount of 6.50% Senior Subordinated Notes due 2019 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. 
 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. 







 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:	 	Co-President and Chief Financial Officer


 Supplemental Indenture Signature Page for the Issuer 







 GUARANTORS: 
  

			
	 ALL MEDIA ASSOCIATES, INC.
 ALL
MEDIA HOLDINGS, INC.
 ARRABELLE AT VAIL SQUARE, LLC
 BOOTH CREEK SKI HOLDINGS, INC.
 BEAVER CREEK ASSOCIATES, INC.

BEAVER CREEK CONSULTANTS, INC.
 BEAVER CREEK FOOD
SERVICES, INC.
 BRYCE CANYON LODGE COMPANY
 BCRP INC.
 BRECKENRIDGE RESORT PROPERTIES, INC.

THE CHALETS AT THE LODGE AT VAIL, LLC
 COLTER BAY
CAFÉ COURT, LLC
 COLTER BAY CONVENIENCE STORE, LLC
 COLTER BAY CORPORATION
 COLTER BAY GENERAL STORE, LLC

COLTER BAY MARINA, LLC
 CRYSTAL PEAK LODGE OF
BRECKENRIDGE, INC.
 DELIVERY ACQUISITION, INC.
 FLAGG RANCH COMPANY
 GILLETT BROADCASTING, INC.

GRAND TETON LODGE COMPANY
 HEAVENLY VALLEY,
LIMITED PARTNERSHIP
 JACKSON HOLE GOLF & TENNIS CLUB SNACK SHACK, LLC
 JACKSON LAKE LODGE CORPORATION
 JENNY LAKE LODGE, INC.

JENNY LAKE STORE, LLC
 JACKSON HOLE GOLF AND
TENNIS CLUB, INC.
 JHL&S LLC

KEYSTONE CONFERENCE SERVICES, INC.
 KEYSTONE
DEVELOPMENT SALES, INC.
 KEYSTONE FOOD & BEVERAGE COMPANY
 KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
 LA POSADA BEVERAGE SERVICE, LLC

LODGE PROPERTIES INC.
 LODGE REALTY,
INC.
 LAKE TAHOE LODGING COMPANY
 MESA
VERDE LODGE COMPANY
 NORTHSTAR GROUP COMMERCIAL PROPERTIES LLC
 NORTHSTAR GROUP RESTAURANT PROPERTIES, LLC
 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

MANAGEMENT COMPANY
 ROCKRESORTS LAPOSADA,
LLC
 ROCKRESORTS, LLC
 ROCKRESORTS
ROSARIO, LLC
 ROCKRESORTS SKI TIP, LLC

ROCKRESORTS TEMPO, LLC
 ROCKRESORTS WYOMING,
LLC.
 ROCKRESORTS INTERNATIONAL, LLC

SOHO DEVELOPMENT, LLC
 SSI VENTURE LLC

SSV HOLDINGS, INC.
 SSV ONLINE HOLDINGS,
INC.
 SSV ONLINE LLC
 STAMPEDE CANTEEN,
LLC
 TETON HOSPITALITY SERVICES, INC.

TRIMONT LAND COMPANY
 THE VAIL
CORPORATION
 VAIL ASSOCIATES HOLDINGS, LTD.
 VAIL ASSOCIATES INVESTMENTS, INC.
 VAIL/ARROWHEAD, INC.

VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
 VAMHC,
INC.
 VAIL ASSOCIATES REAL ESTATE, INC.

VA RANCHO MIRAGE I, INC.
 VA RANCHO MIRAGE II,
INC.
 VA RANCHO MIRAGE RESORT, L.P.

VAIL FOOD SERVICES, INC.
 VAIL HOLDINGS,
INC.
 VAIL HOTEL MANAGEMENT COMPANY, LLC

VAIL RESORTS DEVELOPMENT COMPANY
 VAIL RESORTS
LODGING COMPANY
 VAIL RR, INC.
 VAIL
SUMMIT RESORTS, INC.
 VAIL TRADEMARKS, INC.
 THE VILLAGE AT BRECKENRIDGE
 ACQUISITION CORP., INC.

VR ACQUISITION, INC.
 VR HEAVENLY CONCESSIONS,
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:	 	Authorized Person


 Supplemental Indenture Signature Page for the Guarantor 







 
					
	ADDITIONAL GUARANTOR:
	
	HVLP KIRKWOOD SERVICES, LLC
	a California limited liability company
		
	    By: 	 	 Heavenly Valley, Limited Partnership,
 a Nevada limited partnership, its Sole Member

			
		 	    By: 	 	 VR Heavenly I, Inc.,

a Colorado corporation, its General Partner

			
		 	By:	 	/s/ Jeffrey W. Jones
		 	Name: 	 	Jeffrey W. Jones
		 	Title:	 	Chief Financial Officer


 Supplemental Indenture Signature Page for the Additional Guarantor 







 
			
	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


 Supplemental Indenture Signature Page for the Trustee