Second Amendment to Fourth Amended and Restated Credit Agreement


    SECOND
      AMENDMENT TO

    FOURTH
      AMENDED AND
      RESTATED CREDIT AGREEMENT

    


    THIS
      SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”)
      is
      dated as of February 17, 2006, 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
      Required 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 (as amended, the “Credit
      Agreement”),
      providing for revolving credit loans, letters of credit, and swing line loans
      in
      the aggregate principal amount of up to $400,000,000. 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 the ability to make Distributions to the extent permitted
      pursuant to the Indenture, dated as of January 29, 2004, among Vail Resorts,
      Inc., as Issuer (“VRI”),
      The
      Bank of New York, as Trustee, and certain of VRI’s subsidiaries, as Guarantors,
      governing VRI’s 63⁄4% Senior Subordinated Notes due 2014, as in effect on the date
      hereof.

    


    C. The
      Required Lenders have agreed to amend the Credit Agreement to permit such
      Distributions.

    


    In
      consideration of the foregoing and the mutual covenants contained herein, the
      Company, the Required Lenders, the Guarantors (by execution of the attached
      Guarantors’ Consent and Agreement), and the Administrative Agent agree as
      follows:

    


    1. Amendments. 

     

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

     

    (i) “Restricted
      Payment Capacity
      means,
      on any date of determination, the Dollar value 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 (Limitation on Restricted Payments) of
      the
      VRI Indenture on such date, without regard to whether VRI and its Subsidiaries
      are permitted to make a Restricted Payment (as defined in the VRI Indenture)
      on
      such date as a result of its failure to satisfy any condition to the making
      of a
      Restricted Payment (as defined in the VRI Indenture) as set forth in the VRI
      Indenture.”

    


    (ii) “VRI
      Indenture
      means
      the Indenture, dated as of January 29, 2004, between VRI, as Issuer, the
      guarantors party thereto, and The Bank of New York, as Trustee, as in effect
      on
      the date hereof, without giving effect to any further amendments, restatements,
      supplements, or modifications thereof; provided,
      that,
      the
      terms and provisions of the VRI Indenture referenced in this Agreement shall
      continue to be incorporated herein by reference if the VRI Indenture is


     

     

     

    
      
        
        

      

      
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    terminated,
      the Debt evidenced thereby is repaid, or the VRI Indenture ceases to be in
      full
      force and effect for any reason.” 

    


    (b) Modifications
      to Distributions Covenant.
      Section
      10.9
      (Distributions) is hereby amended as follows:

    


    (i) Clause
      (d)
      is
      amended in its entirety to read as follows (and the calculations demonstrating
      compliance with clause
      (d) in
      the
      calculations worksheet attached to the Compliance Certificate shall be
      deemed amended to reflect the revised provision below):

    


    “(d) if
      no
      Default or Potential Default exists or arises or would result after giving
      effect thereto, VRI and its Restricted Subsidiaries may make additional
      Distributions not otherwise permitted under this Section
      10.9,
      and
      loans, advances, and investments not otherwise permitted under Section
      10.8,
      so long
      as, on any date of determination, the aggregate amount of Distributions
      permitted under this clause
      (d)
      and such
      loans, advances, and investments not otherwise permitted under Section
      10.8 does
      not
      exceed the Restricted Payment Capacity. (For example and for illustrative
      purposes only, if VRI and its Restricted Subsidiaries are permitted to make
      Restricted Payments (as
      defined in the VRI Indenture) under
      the
      VRI Indenture in an amount not to exceed $10.0 million (without
      regard to whether any conditions to the making of such Restricted Payments
      (as
      defined in the VRI Indenture) are satisfied),
      then
      the Restricted Companies will be permitted to make Distributions not otherwise
      permitted under this Section
      10.9 and
      loans, advances, and investments not otherwise permitted under Section
      10.8
      in an
      amount not to exceed $10.0 million, if no Default or Potential Default exists
      or
      arises or would result after giving effect thereto.)” 

    


    (ii) Clause
      (f) shall
      be
      amended by inserting “and” at the end thereof, clause
      (g) shall
      be
      amended by replacing “; and” at the end thereof with “.”, and clause
      (h)
      shall be
      deleted in its entirety.

    


    2. Representations
      and Warranties.
      As a
      material inducement to the Required Lenders and the Administrative Agent to
      execute and deliver this Amendment, the Company represents and warrants to
      the
      Required Lenders and the Administrative Agent (with the knowledge and intent
      that Required 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 Guarantor
      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 its bylaws, or other documents of such Companies; (b)
upon
      execution and delivery by the Company, the Guarantors, the Administrative Agent,
      and the Required Lenders, this Amendment will constitute the legal and binding
      obligation of the Company and each Guarantor, enforceable against such entities
      in accordance with this Amendment’s terms, 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 Administrative Agent receives (i) counterparts of this Amendment executed
      by the Company, Administrative Agent, and Required Lenders, (ii) the Guarantors’
Consent and 

     

     

    
      
        
        

      

      
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    Agreement
      executed by each Guarantor, and (iii) a copy of the Senior Subordinated
      Indenture as in effect on the Effective Date, accompanied by a certificate
      of a
      Responsible Officer certifying that such copy is true and correct as of such
      date.

    


    4. Expenses.
      The
      Company shall pay all reasonable costs, 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.

    


    



    
      
        
        

      

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

               

               

              By:           
                /s/
                Martha D. Rehm        

                      
                Name: Martha
                D. Rehm

                      
                Title: Executive
                Vice President

                      
                Dated: March 2, 2006

               

            
	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    


    By: /s/
      David A.
      Johanson                                          

    Name: David
      A. Johanson    

    Title: Vice
      President     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    BANK
      OF AMERICA, N.A.,
      

    as
      an L/C
      Issuer, a Swing Line Lender, and a Lender

    


    


    By: /s/
      David McCauley                

    Name: David
      McCauley                

    Title: Vice
      President                  

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    U.S.
      BANK NATIONAL ASSOCIATION,
      

    as
      Co-Syndication Agent, a Swing Line Lender, and a Lender

    


    


    By: /s/
      Rob L. Stuart                

    Name: Rob
      L.
      Stuart                

    Title: Vice
      President                



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

as
      Co-Syndication Agent, an L/C Issuer, and a Lender

    


    


    By: /s/
      Susan K. Petri                

    Name: Susan
      K. Petri                

    Title: Vice
      President                



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DEUTSCHE
      BANK TRUST COMPANY
AMERICAS,
      as
      Co-Documentation Agent and a Lender

    


    


    By: /s/
      Brenda Casey                

    Name: Brenda
      Casey                

    Title: Director                    


    


    By: /s/
      Joanna Sollman                

    Name: Joanna
      Sollman                

    Title: Assistant
      Vice President            



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LASALLE
      BANK NATIONAL ASSOCIATION,
      

    as
      Co-Documentation Agent and a Lender

    


    


    By: /s/
      Darren Lemkov                

    Name: Darren
      Lemkov                

    Title: Senior
      Vice President             


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CALYON
      NEW YORK BRANCH,
      

    as
      a
      Lender

    


    


    By: /s/
      Joseph A. Asciolla    /s/
      David Bowers 

    Name: Joseph
      A. Asciolla         
David
      Bowers 

    Title: Managing
      Director                   
Director    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    JPMORGAN
      CHASE BANK, NA,

    as
      a
      Lender

    


    


    By: /s/
      Kent Kaiser                

    Name: Kent
      Kaiser                

    Title: Vice
      President                


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMPASS
      BANK,
      

    as
      a
      Lender

    


    


    By: /s/
      Eric R. Long                

    Name: Eric
      R. Long                

    Title: Senior
      Vice President            


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GUARANTY
      BANK,
      

    as
      a
      Lender

    


    


    By: /s/
      Robert S. Hays                

    Name: Robert
      S. Hays                

    Title: Senior
      Vice President               
      


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    COMERICA
      WEST INCORPORATED,
      

    as
      a
      Lender

    


    


    By: /s/
      Kevin T. Urban                

    Name: Kevin
      T. Urban                

    Title: Assistant
      Vice President            


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    GUARANTORS’
      CONSENT AND AGREEMENT

     

    As
      an
      inducement to Administrative Agent and Required Lenders to execute, and in
      consideration of Administrative Agent’s and Required Lenders’ execution of the
      foregoing Second Amendment to Fourth Amended and Restated Credit Agreement,
      the
      undersigned hereby consent thereto and agree that the same 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. 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.

     

    


    Vail
      Resorts, Inc.

    Vail
      Holdings, Inc.

    Beaver
      Creek Associates, Inc. 

    Beaver
      Creek Consultants, Inc.

    Beaver
      Creek Food Services, Inc.

    Breckenridge
      Resort Properties, Inc.

    Complete
      Telecommunications, 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

    Larkspur
      Restaurant & Bar, LLC

    Lodge
      Properties, Inc.

    Lodge
      Realty, Inc.

    Mountain
      Thunder, Inc.

    Property
      Management Acquisition Corp., Inc.

    Rockresorts
      International, LLC

    Rockresorts
      LLC

    Rockresorts
      Cheeca, LLC

    Rockresorts
      Equinox, Inc.

    Rockresorts
      LaPosada, LLC

    Rockresorts
      Wyoming, LLC

    Rockresorts
      Casa Madrona, LLC

    Rockresorts
      Cordillera Lodge Company, LLC

    Rockresorts
      Rosario, LLC

    SOHO
      Development, LLC

    SSV
      Holdings, Inc.

    Teton
      Hospitality Services, Inc.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Village at Breckenridge Acquisition Corp., Inc.

    Timber
      Trail, 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.

    


    


    By:    /s/
      Martha D. Rehm        

    Name:
      Martha Dugan Rehm

    Title   
      Executive Vice President