EX-10.11





 Exhibit 10.11 

AMENDMENT TO 

REGISTRATION RIGHTS AGREEMENT OF 

VAIL HOLDCO CORP 
 This AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT OF VAIL HOLDCO CORP (this “Amendment”), dated as of March 15, 2018 (the “Effective Date”) is made by and among Vail Holdco Corp, a Delaware corporation (the
“Company”), New Mountain Partners III Cayman (AIV-B), L.P., a Cayman Islands limited partnership (“AIV-B”), New Mountain Partners III (AIV-E2), L.P., a Delaware limited partnership (“AIV-E2”), New Mountain Partners III (AIV-E1), L.P., a Delaware
limited partnership (“AIV-E1”), J.T. Baker Investments, Inc., a Delaware corporation (“JTB”, and together with AIV-B, AIV-E2 and AIV-E1, “New Mountain”), Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“BSPI” and together
with New Mountain, the “Sponsors”), each of the Eligible Junior Convertible Stockholders party to the Registration Rights Agreement and each of the Warrant Stockholders party to the Registration Rights Agreement (together with the
Sponsors and the Eligible Junior Convertible Stockholders, the “Stockholders”, and each individually a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Registration Rights Agreement (as defined below). 
 RECITALS 

WHEREAS, the Company and the Stockholders are parties to that certain Registration Rights Agreement dated as of November 21, 2017 (the
“Registration Rights Agreement”); and 
 WHEREAS, the Company, New Mountain and the requisite Stockholders necessary to
amend the Registration Rights Agreement pursuant to Section 7.5 of the Registration Rights Agreement desire to make certain modification and amendments to the Registration Rights Agreement as set forth herein. 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree that the Registration Rights Agreement is hereby amended as follows: 

1.    Amendments. 
  

	 	a.	 Definitions. The following new definitions are hereby inserted to Article I of the Registration
Rights Agreement, following the alphabetical order in such section. 


 “Existing
Shelf” has the meaning assigned to such term in Section 2.6. 
 “Prior Takedown” has the
meaning assigned to such term in Section 2.6. 
 “Shelf Reload” has the meaning assigned to such term in
Section 2.6. 
  

	 	b.	 Shelf Reload. Section 2.6 of the Registration Rights Agreement is hereby amended to read in
its entirety as follows: 



  
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 “2.6    Right to Reload a Shelf. Upon the
written request of a Sponsor or a Warrantholder Majority, the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf (the “Existing Shelf”) in order to
register up to the number of shares previously taken down off of such shelf by the Stockholders (each such takedown, a “Prior Takedown”) and not yet “reloaded” onto the Existing Shelf (or such higher number as may
be agreed by the Stockholders holding a majority of the shares then held by them) (each such “reload,” a “Shelf Reload”). The Sponsors and the Company will consult and coordinate with each other in order to
accomplish such replenishments on behalf of all Stockholders from time to time in a sensible manner, provided that, all Stockholders, whether previously participating in the Existing Shelf or the Prior Takedowns, shall be entitled to participate in
such Shelf Reload as if such Shelf Reload were a new shelf registration pursuant to Section 2.4 of the Agreement, and each Stockholder participating in the Existing Shelf or the Shelf Reload, shall be entitled to participate in any
“takedown” from such reloaded Existing Shelf in accordance with Section 2.5 of the Agreement.” 

2.    Full Force and Effect. Except as otherwise amended by this Amendment, the Registration Rights Agreement
remains in full force and effect. 
 3.    Governing Law. 

 

	 	a.	 This Amendment and its enforcement, and any controversy arising out of or relating to the making or performance
of this Amendment, shall be governed by and construed in accordance with the law of the State of New York, without regard to New York’s principles of conflicts of law. 



 

	 	b.	 In the event that there is a dispute arising out of or in connection with this Amendment (including a dispute
regarding the existence, validity or termination of this Amendment or the consequences of its nullity), it shall be resolved in accordance with the provisions of Section 7.4 of the Registration Rights Agreement, as amended.



 4.    Counterparts. This Amendment may be executed in several counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed Amendment (in counterparts or otherwise) by facsimile or by electronic delivery in .pdf format shall be sufficient to bind
the parties to the terms and provisions of this Amendment. 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective
Date. 
  

			
	VAIL HOLDCO CORP


 
			
		
	By: 	 	 /s/ Scott Baker



 
			
		
	Name:	 	Scott Baker


 
			
		
	Title:	 	Vice President and Assistant Secretary


 [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT] 












 
			
	NEW MOUNTAIN PARTNERS III CAYMAN (AIV-B), L.P.
	
	By: NEW MOUNTAIN INVESTMENTS III (CAYMAN), L.P., its general partner
	
	By: NMI III (CAYMAN) GP, LTD., its general partner


 
			
		
	By: 	 	 /s/ Steven B. Klinsky





			
	Name:	 	Steven B. Klinsky


 
			
	Title:	 	Director


 
			
	
	NEW MOUNTAIN PARTNERS III CAYMAN (AIV-E2), L.P.
	
	By: NEW MOUNTAIN INVESTMENTS III, L.L.C., its general partner


 
			
		
	By: 	 	 /s/ Steven B. Klinsky





			
	Name:	 	Steven B. Klinsky


 
			
	Title:	 	Managing Member


 
			
	
	NEW MOUNTAIN PARTNERS III CAYMAN (AIV-E1), L.P.
	
	By: NEW MOUNTAIN INVESTMENTS III, L.L.C., its general partner


 
			
		
	By: 	 	 /s/ Steven B. Klinsky





			
	Name:	 	Steven B. Klinsky


 
			
	Title:	 	Managing Member


 [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT] 












 
			
	NEW MOUNTAIN PARTNERS III CAYMAN (AIV-B), L.P., pursuant to Section 7.3 of the Stockholders Agreement, as power of attorney, for the Stockholders
set forth in Exhibit B hereto
	
	By: NEW MOUNTAIN INVESTMENTS III (CAYMAN), L.P., its general partner
	
	By: NMI III (CAYMAN) GP, LTD., its general partner


 
			
		
	By: 	 	 /s/ Steven B. Klinsky





			
	Name:	 	Steven B. Klinsky


 
			
	Title:	 	Director


 
			
	
	 J.T. BAKER INVESTMENTS,
INC.



 
			
		
	By: 	 	 /s/ Andre Moura





			
	Name:	 	Andre Moura


 
			
	Title:	 	Vice President


 [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT] 













			
	BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.


			
		
	By: 	 	 /s/ Andrew Rhee



			
	Name:	 	Andrew Rhee


			
	Title:	 	Vice President


			
	
	 GALVAUDE PRIVATE INVESTMENTS
INC.



			
		
	By: 	 	 /s/ Guthrie Stewart



			
	Name:	 	Guthrie Stewart


			
	Title:	 	Authorized Signatory


			
		
	By: 	 	 /s/ Selin Bastin



			
	Name:	 	Selin Bastin


			
	Title:	 	Authorized Signatory

 [SIGNATURE PAGE TO AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]