Exhibit 10.2


    
      

    


    Exhibit
      10.2

    


    LIMITED
      WAIVER, RELEASE, AND THIRD
      AMENDMENT TO

    FOURTH
      AMENDED AND
      RESTATED CREDIT AGREEMENT

    


    THIS
      LIMITED WAIVER, RELEASE, AND THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED
      CREDIT AGREEMENT (this “Limited
      Waiver, Release, and Amendment”)
      is
      dated as of March 13, 2007, 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, and that certain Second Amendment to Fourth Amended and Restated Credit
      Agreement dated as of February 17, 2006 (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 notified the Administrative Agent of the formation of the following
      new Unrestricted Subsidiaries: Colter Bay Convenience Store, LLC, a
      Wyoming
      limited liability company, Colter
      Bay General Store, LLC, a Wyoming limited liability company, Colter Bay Marina,
      LLC, a Wyoming limited liability company, Colter Bay Cafe Court, LLC, a Wyoming
      limited liability company, Jenny Lake Store, LLC, a Wyoming limited liability
      company, Jackson Hole Golf & Tennis Club Snack Bar, LLC, a Wyoming limited
      liability company, Stampede Canteen, LLC, a Wyoming limited liability company,
      Crystal Peak Lodge of Breckenridge, Inc., a Colorado corporation, and Hunkidori
      Land Company, LLC, a Colorado limited liability company (collectively, the
      “New
      Unrestricted Subsidiaries”).
      The
      Company did not deliver to the Administrative Agent an updated Schedule
      8.2
      to the
      Credit Agreement within thirty (30) days after the formation of the New
      Unrestricted Subsidiaries, as required by Section
      9.10
      of the
      Credit Agreement, and has requested that the Lenders waive any Default or
      Potential Default resulting from such failure.

    


    C. The
      Company has also notified the Administrative Agent that the Company intends
      to
      transfer 100% of the capital stock (the “Pledged
      CTI Securities”)
      of
      Complete Telecommunications, Inc. (“CTI”)
      as
      part of the Company’s disposition of its equity interest in RTP, LLC, an
      Unrestricted Subsidiary. In connection therewith, the Company has requested
      that
      the Administrative Agent, for the benefit of the Lenders, release its liens
      on
      the Pledged CTI Securities and release CTI from its obligations under the
      Guaranty executed by CTI. 

    


    D. The
      Company has also requested that the Lenders amend the Credit Agreement to,
      among
      other things, decrease the Total Commitment to $300,000,000, modify the interest
      rates, and extend the Termination Date to February 1, 2012. 

    


    E. The
      Lenders have agreed to the waiver, release, and amendments to the Credit
      Agreement as set forth herein.

    


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

    


    1. Limited
      Waiver. The
      Lenders hereby waive any Default or Potential Default resulting from the
      Company’s failure to deliver an updated Schedule
      8.2
      to the
      Administrative Agent within thirty (30) days after the formation of the New
      Unrestricted Subsidiaries in accordance with Section
      9.10
      of the
      Credit Agreement. Nothing herein shall, or shall be deemed to, waive any other
      provision of the Credit Agreement, except as set forth herein.

     

    2. Releases.

    


    (a) The
      Lenders hereby (i) discharge CTI as a “Guarantor”
under
      the Credit Agreement and release CTI from any liability under the Credit
      Agreement and its Guaranty, including, but not limited to, payment or
      performance of the Guaranteed Debt (as defined in such Guaranty), and (ii)
      release the Liens on and security interests in the Pledged CTI Securities,
      and
      accordingly release the Company from its pledge of the Pledged CTI Securities
      pursuant to its Pledge Agreement, but only to the extent of its interests in
      the
      Pledged CTI Securities.

    


    (b) The
      Administrative Agent agrees to execute and deliver UCC financing statement
      terminations and all further documents reasonably requested by the Company
      in
      order to effectuate the releases contemplated hereby.

    


    (c) It
      is
      expressly agreed and understood that, except as set forth herein, this Limited
      Waiver, Release, and Amendment shall in no manner release, affect or impair
      the
      Administrative Agent’s and the Lenders’ rights, titles, interests, and Liens
      against the Restricted Companies’ interests, properties or assets.

    


    3. Amendments. 

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

    (i) “Net
      Funded Debt
      means,
      on any date of determination, an amount equal to (a) Funded Debt minus
      (b) the
      amount of Unrestricted Cash in excess of $10,000,000.”

    


    (ii)  “Temporary
      Cash Investments
      means
      investments of the Restricted Companies permitted under clauses
      (b) through
      (g),
      (p),
      and
(q)
      of
      Section
      10.8 hereof.”
      

    


    (iii)  “Unrestricted
      Cash means,
      on
      any date of determination, the aggregate amount of all cash and Temporary Cash
      Investments of the Restricted Companies not subject to any Lien or restriction
      (except for Liens of depository institutions securing payment of customary
      service charges, transfer fees, account maintenance fees, and charges for
      returned or dishonored items).

    


    (b) Modifications
      of Existing Definitions.
      Section
      1.1
      (Definitions) is further amended by modifying the following existing definitions
      as follows:

    


    (i) The
      definition of “Adjusted
      EBITDA”
is
      amended in its entirety to read as follows:

    


    “Adjusted
      EBITDA means,
      without duplication, on any date of determination, the sum
      of (a)
      EBITDA of the Restricted Companies (excluding non-recurring gains or losses),
      plus
      (b) a
      percentage of the EBITDA of SSI (with such percentage being the weighted average
      membership interest held directly or indirectly by Borrower in SSI (expressed
      as
      a percentage) during the applicable period of calculation), 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).”

    


    (ii) The
      definition of “Applicable
      Margin”
is
      amended to cause the Applicable Margin to be calculated by reference to the
      ratio of Net Funded Debt to Adjusted EBITDA and to modify the pricing grid,
      as
      set forth on Annex
      A attached
      hereto.

    


    (iii) The
      definition of “Applicable
      Percentage”
is
      amended to cause the Applicable Percentage to be calculated by reference to
      the
      ratio of Net Funded Debt to Adjusted EBITDA and to modify the commitment fee
      grid, as set forth on Annex
      B attached
      hereto. 

    


    (iv) The
      definitions of “Funded
      Debt”
and
      “Net
      Income”
are
      amended by replacing the phrase “held
      by Borrower”
in
      each
      definition with the phrase “held
      directly or indirectly by Borrower”. 

    


    (v) The
      definitions of “Required
      Capital Expenditures”
and
      “Resort
      EBITDA”
are
      deleted.

    


    (vi) The
      definition of “SSI”
is
      amended by removing the words “of
      Borrower”
at
      the
      end thereof.

    


    (vii) The
      definition of “Termination
      Date”
is
      amended to extend such date by replacing the reference to “January
      28, 2010”
therein
      with “February
      1, 2012”.

    


    (c) Modification
      of Accordion Provision.
      Section
      2.5 (Increase
      in Total Commitment) is amended to modify the maximum Total Commitment to which
      the facility may be increased by replacing the reference to “$500,000,000”
therein
      with “$400,000,000”.

    


    (d) Modification
      of Permitted Investments.
      Section
      10.8 (Loans,
      Advances and Investments) is amended by replacing the period at the end of
      clause
      (o) with
      a
      semi-colon and inserting the following thereafter:

    


    “(p) 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.; and

    


    (q) 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.”

    


    (e) Modification
      of Limits on Acquisitions.
      The
      qualifiers to clause
      (c) of
      Section
      10.11 (Acquisitions,
      Mergers, and Dissolutions) are amended as follows: 

    


    (i) Clause
      (i)
      is
      amended in its entirety to read as follows:

    “(i) the
      Purchase Price for such transaction, when aggregated with the Purchase Price
      of
      all other acquisitions or mergers consummated by the Restricted Subsidiaries
      after March 13, 2007, does not exceed an amount equal to the sum of (A)
      $400,000,000, plus
      (B) the
      lesser of (1) the aggregate consideration paid by Borrower to purchase the
      minority membership interest in SSI, and (2) $40,000,000.”

    


    (ii) Clause
      (iv)
      is
      amended to modify the threshold for delivery of documentation related to
      permitted acquisitions by replacing the reference to “$25,000,000”
therein
      with “50,000,000”.
      

    


    (f) Modifications
      of Financial Covenants.
      Section
      11
      (Financial Covenants) is amended as follows:

    


    (i) Section
      11.1
      (Maximum
      Leverage Ratios) is amended in its entirety to read as follows:

    “11.1 Maximum
      Leverage Ratio.
      As
      calculated as of the last day of each fiscal quarter of the Restricted
      Companies, the Restricted Companies shall not permit the ratio of (a) the unpaid
      principal amount of Net Funded Debt existing as of such last day to (b) Adjusted
      EBITDA for the four fiscal quarters ending on such last day to exceed 4.50
      to
      1.00.”  

     

    (ii) Section
      11.2
      (Minimum
      Fixed Charge Coverage Ratio) is deleted in its entirety and substituted therefor
      is the following reference: 

    


    “11.2 [Reserved]”.

    


    (g) Modification
      of Commitments.
      The
      Commitments of the Lenders are revised so that the Total Commitment equals
      $300,000,000 as of the Effective Date. 

    


    (h) Modification
      of Schedule
      1.
      Schedule
      1 (Parties,
      Addresses, Committed Sums and Wiring Information) is revised to (i) update
      contact information for the Borrower, the Administrative Agent, L/C Issuer
      and
      Swing Line Lender, as applicable, and (ii) reflect the Lenders’ revised
      Commitments and Commitment Percentages, as set forth on Annex
      C attached
      hereto.

    


    (i) Modification
      of Schedule
      7.1.
      Items
      1
      and
2
      of
Schedule
      7.1 (Post-Closing
      Items and Conditions) are revised to reflect that, following approval by the
      United States Department of the Interior, National Park Service, the Company
      will transfer its equity interests in Grand Teton Lodge Company (“Grand
      Teton”)
      to
      National Park Hospitality Company, a Colorado corporation (“NPHC”),
      and
      NPHC shall pledge such interests to the Administrative Agent, for the benefit
      of
      the Lenders, as set forth on Annex
      D attached
      hereto.

    


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

    


    (k) Modification
      of Compliance Certificate.
      Annex
      A to
      the
      Compliance Certificate is replaced with Annex
      F attached
      hereto.

     

    4. Representations
      and Warranties.
      As a
      material inducement to the Lenders and the Administrative Agent to execute
      and
      deliver this Limited Waiver, Release, and 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 Limited
      Waiver, Release, and Amendment) that: (a) the Company
      and the Guarantors have all requisite authority and power to execute, deliver,
      and perform their respective obligations under this Limited Waiver, Release,
      and
      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 Limited Waiver, Release, and 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 Limited Waiver,
      Release, and 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.

    


    5. Conditions
      Precedent to Effectiveness.
      This
      Limited Waiver, Release, and Amendment shall be effective on the date (the
      “Effective
      Date”)
      upon
      which the Administrative Agent receives each of the following items
      (other
      than
      the
      items listed on Schedule
      7.1,
      as
      revised hereby, which items or conditions are hereby permitted to be delivered
      or satisfied after the Effective Date, but not later than the respective dates
      for delivery or satisfaction specified on Schedule
      7.1):

    


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

    


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

    


    (c) a
      Revolver Note for each Lender requesting a Note, payable to the order of such
      requesting Lender, reflecting such Lender’s revised Commitment;

    


    (d) legal
      opinions of Martha D. Rehm, General Counsel of Vail Resorts, Inc., and Cahill
      Gordon & Reindel LLP, special New York counsel to the Company and the other
      Restricted Subsidiaries, each in form and substance satisfactory to the
      Administrative Agent;

    


    (e) 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;

    


    (f) a
      certificate signed by a Responsible Officer certifying that (i) all of the
      representations and warranties of the Companies in the Loan Papers are true
      and
      correct in all material respects (unless they speak to a specific 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 Limited
      Waiver, Release, and Amendment; (iii) there has been no event or circumstance
      since July 31, 2006 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, there is no action, suit, investigation, or proceeding pending
      or, to the knowledge of Borrower, threatened, in any court or before any
      arbitrator or Governmental Authority that could reasonably be expected to (A)
      materially and adversely affect the Companies, or (B) adversely affect any
      transaction contemplated by the Credit Agreement, the rights and remedies of
      the
      Administrative Agent, Lenders, and the L/C Issuers under the Credit Agreement,
      or the ability of the Companies or any other obligor under any Guaranty to
      perform their respective obligations under the Credit Agreement; 

    


    (g) evidence
      (in form and substance satisfactory to the Administrative Agent) that the
      Commitment Usage does not exceed the Total Commitment (as reduced
      hereby);

    


    (h) such
      organizational documents, Guaranties, Pledge Agreements, financing statements,
      and other documents as the Administrative Agent may deem reasonably necessary
      to
      reflect the changes to Schedule
      8.2
      (including, without limitation, the addition of NPHC as a Restricted
      Subsidiary); and

    


    (i) payment
      of an extension fee for the benefit of the Lenders equal to the product of
      (a)
      five basis points (0.05%) times
      (b)
      the
      Total Commitment as of the Effective Date (after giving effect to the reduction
      in the Total Commitment contemplated by this Limited Waiver, Release, and
      Amendment).

    


    6. Expenses.
      The
      Company shall pay all reasonable out-of-pocket fees and expenses paid or
      incurred by the Administrative Agent incident to this Limited Waiver, Release,
      and 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 Limited Waiver, Release, and
      Amendment and any related documents.

    


    7. 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
      Limited Waiver, Release, and Amendment, (c) this Limited Waiver, Release, and
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of New York, (d) if any part of this Limited Waiver, Release, and
      Amendment is for any reason found to be unenforceable, all other portions of
      it
      shall nevertheless remain enforceable, (e) this Limited Waiver, Release, and
      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 Limited
      Waiver, Release, and 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 Limited Waiver,
      Release, and Amendment, the Credit Agreement, as amended by this Limited Waiver,
      Release, and 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 Limited Waiver,
      Release, and Amendment, the Credit Agreement, the Notes, and the other Loan
      Papers are unchanged and are ratified and confirmed.

    


    8. Parties.
      This
      Limited Waiver, Release, and 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 Limited Waiver, Release, and Amendment in
      multiple counterparts as of the date first above written.

    Remainder
      of Page Intentionally Blank.

    Signature
      Pages to Follow.

    


    



    
      
        
           

          -16-

        

        
        

      

      
        
        

        
        

      

      
        
        

        
        

      

    



    


    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 & Chief Financial Officer

    


    


    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


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

    


    


    By: Illegible

    Name: Illegible

    Title: Illegible

    


    



    BANK
      OF AMERICA, N.A.,
      

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

    


    


    By: /s/
      David
      McCautey

    Name: David
      McCautey

    Title: Principal

    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    U.S.
      BANK NATIONAL ASSOCIATION,
      

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

    


    


    By: /s/
      Greg
      Blanchard

    Name: Greg
      Blanchard

    Title: Vice
      President

    


    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,
      as
      Co-Syndication Agent, an L/C Issuer, and a Lender

    


    


    By: /s/
      Debbie A. Wright

    Name: Debbie
      A.
      Wright

    Title: Vice
      President

    


    


    


    



    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


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

    


    


    By: /s/
      Steven P. Lapham

    Name: Steven
      P.
      Lapham

    Title: Managing
      Director

    


    By: /s/
      James
      Rolison

    Name: James
      Rolison

    Title: Director


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    LASALLE
      BANK NATIONAL ASSOCIATION,
      

    as
      Co-Documentation Agent and a Lender

    


    


    By: /s/
      Darren Lemkaw

    Name: Darren
      Lemkaw

    Title: SVP


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    JPMORGAN
      CHASE BANK, NA,

    as
      a
      Lender

    


    


    By: /s/
      David
      L. Ericson

    Name: David
      L.
      Ericson

    Title: Senior
      Vice President


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    COLORADO
      STATE BANK & TRUST,

    as
      a
      Lender

    


    


    By: /s/
      Kent
      M. Mustari

    Name: Kent
      M.
      Mustari

    Title: Senior
      Vice President


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    COMPASS
      BANK,

    as
      a
      Lender

    


    


    By: /s/
      Eric
      R. Long

    Name: Eric
      R.
      Long

    Title: Senior
      Vice President


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    COMERICA
      WEST INCORPORATED,

    as
      a
      Lender

    


    


    By: /s/
      Fatima Arshad

    Name: Fatima
      Arshad

    Title: Corporate
      Banking Officer


    GUARANTORS’
      CONSENT AND AGREEMENT

     

    As
      an
      inducement to Administrative Agent and Lenders to execute, and in consideration
      of Administrative Agent’s and Lenders’ execution of the foregoing Limited
      Waiver, Release, and Third 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
      Canyon Lodge Company North Rim

    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.

    National
      Park Hospitality Company

    Property
      Management Acquisition Corp., Inc.

    Rockresorts
      Arrabelle, LLC

    Rockresorts
      International, LLC

    Rockresorts
      LLC

    Rockresorts
      Cheeca, LLC

    Rockresorts
      Eleven Biscayne, 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/
      Jeffrey W. Jones

    Name:
      Jeffrey W. Jones

    Title:
      Executive Vice President & Chief Financial Officer

    


    


    


    



    ANNEX
      A

    


    Applicable
      Margin means,
      for any day, the margin of interest over the Base Rate or LIBOR, as the case
      may
      be, that is applicable when any interest rate is determined under this
      Agreement. The Applicable Margin is subject to adjustment (upwards or downwards,
      as appropriate) based on the ratio of Net Funded Debt to Adjusted EBITDA, as
      follows:

    


    
      	 	
              Ratio
                of Net Funded Debt to Adjusted EBITDA

            	
              Applicable
                Margin for

              LIBOR
                Loans 

            	
              Applicable
                Margin 

              Base
                Rate Loans

            
	
              I

            	
              Less
                than 1.50 to 1.00

            	
              0.50%

            	
              0.00%

            
	
              II

            	
              Greater
                than or equal to 1.50 to 1.00, but less than 2.00 to 1.00

            	
              0.75%

            	
              0.00%

            
	
              III

            	
              Greater
                than or equal to 2.00 to 1.00, but less than 2.50 to 1.00

            	
              1.00%

            	
              0.00%

            
	
              IV

            	
              Greater
                than or equal to 2.50 to 1.00, but less than 3.00 to 1.00 

            	
              1.25%

            	
              0.00%

            
	
              V

            	
              Greater
                than or equal to 3.00 to 1.00, but less than 3.50 to 1.00

            	
              1.50%

            	
              0.25%

            
	
              VI

            	
              Greater
                than or equal to 3.50 to 1.00, but less than 4.00 to 1.00

            	
              1.75%

            	
              0.50%

            
	
              VII

            	
              Greater
                than or equal to 4.00 to 1.00

            	
              2.00%

            	
              1.00%

            


    

    


    Prior
      to
      Administrative Agent’s receipt of the Companies’ consolidated Financial
      Statements for the Companies’ fiscal quarter ended January 31, 2007, the ratio
      of Net Funded Debt to Adjusted EBITDA shall be fixed at Level III. Thereafter,
      the ratio of Net Funded Debt to Adjusted EBITDA shall be calculated on a
      consolidated basis for the Companies in accordance with GAAP for the most
      recently completed fiscal quarter of the Companies for which results are
      available. The ratio shall be determined from the Current Financials and any
      related Compliance Certificate and any change in the Applicable Margin resulting
      from a change in such ratio shall be effective as of the date of delivery of
      such Compliance Certificate. However, if Borrower fails to furnish to
      Administrative Agent the Current Financials and any related Compliance
      Certificate when required pursuant to Section
      9.1,
      then
      the ratio shall be deemed to be at Level VII until Borrower furnishes the
      required Current Financials and any related Compliance Certificate to
      Administrative Agent. Furthermore, if the Companies’ audited Financial
      Statements delivered to Administrative Agent for any fiscal year pursuant to
      Section 9.1(a)
      result
      in a different ratio, such revised ratio (whether higher or lower) shall govern
      effective as of the date of such delivery. For purposes of determining such
      ratio, Adjusted EBITDA for any fiscal quarter shall include on a pro
      forma
      basis
      all EBITDA of the Restricted Companies for such period relating to 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 such period, but shall exclude on a pro
      forma
      basis
      all EBITDA of the Restricted Companies for such period relating to any such
      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).

     


    ANNEX
      B

    


    Applicable
      Percentage means,
      for any day, the commitment fee percentage applicable under Section
      5.4
      when
      commitment fees are determined under this Agreement. The Applicable Percentage
      is subject to adjustment (upwards or downwards, as appropriate) based on the
      ratio of Net Funded Debt to Adjusted EBITDA, as follows:

     

    
      	 	
              Ratio
                of Net Funded Debt to Adjusted EBITDA

            	
              Applicable
                Percentage 

            
	
              I

            	
              Less
                than 1.50 to 1.00

            	
              0.100%

            
	
              II

            	
              Greater
                than or equal to 1.50 to 1.00, but less than 2.00 to 1.00

            	
              0.125%

            
	
              III

            	
              Greater
                than or equal to 2.00 to 1.00, but less than 2.50 to 1.00

            	
              0.150%

            
	
              IV

            	
              Greater
                than or equal to 2.50 to 1.00, but less than 3.00 to 1.00 

            	
              0.200%

            
	
              V

            	
              Greater
                than or equal to 3.00 to 1.00, but less than 3.50 to 1.00

            	
              0.250%

            
	
              VI

            	
              Greater
                than or equal to 3.50 to 1.00, but less than 4.00 to 1.00

            	
              0.250%

            
	
              VII

            	
              Greater
                than or equal to 4.00 to 1.00

            	
              0.375%

            


    

    


     

    Prior
      to
      Administrative Agent’s receipt of the Companies’ consolidated Financial
      Statements for the Companies’ fiscal quarter ended January 31, 2007, the ratio
      of Net Funded Debt to Adjusted EBITDA (which shall be determined as described
      in
      the definition of “Applicable
      Margin”)
      shall
      be fixed at Level III. 

     

    


     

    



    ANNEX
      C

    


    Schedule
      1

    


    Borrower
      and all other Companies

    


    The
      Vail
      Corporation

    390
      Interlocken Crescent, Suite 1000

    Broomfield,
      CO 80021

    


    Contact: 

    Jeffrey
      P. Jones

    Senior
      Executive Vice President and Chief Financial Officer

    Phone:
      303/404-1802

    FAX:
      303/404/6403

    


    Wire
      Instructions:

    Location
      of account: U.S. Bank National Association

    ABA
      No.:


    City/State:
      Denver, Colorado

    Account
      No.: 

    


    Copy
      to:

    Fiona
      E.
      Arnold

    Deputy
      General Counsel

    Phone:
      303/404-1892

    FAX:
      303/648-4787

    


    Administrative
      Agent,
      L/C
      Issuer, and Swing Line Lender

    


    Bank
      of
      America, N.A.

    Mail
      Code: TX1-492-64-01

    901
      Main
      Street, 64th Floor

    Dallas,
      Texas 75202

    


    


    Credit
      Contact:

    David
      L.
      McCauley

    Mail
      Code: TX1-492-64-01

    901
      Main
      Street, 64th Floor

    Dallas,
      Texas 75202

    Phone:
      214/209-0940

    FAX:
      214/209-0905

    


    Agency
      Contact:

    Rosanne
      Parsill

    231
      S.
      LaSalle Street,

    Chicago,
      IL 60697 

    Phone:
      312/923-1639

    
      	 	
              FAX:
                877/206-8429

            


    

    



    
      
        
          Annex
            C to

          Limited
            Waiver, Release, and Third Amendment

        

        
        

      

      
        
        

        
        

      

      
        
        

        
        

      

    



    Swing
      Line Contact:

    Arlene
      Minor

    Mail
      Code: TX1-492-14-12

    901
      Main
      Street, 14th Floor

    Dallas,
      Texas 75202

    Phone:
      214/209-9177

    
      	 	
              FAX:
                214/290-9412

            


    

    


    Operations
      Contact:

    Arlene
      Minor

    Mail
      Code: TX1-492-14-12

    901
      Main
      Street, 14th Floor

    Dallas,
      Texas 75202

    Phone:
      214/209-9177

    FAX:
      214/290-9412

    


    L/C
      Contact:

    
      	 	
              Stella
                Rosales

            


    

    Mail
      Code: CA9-703-19-23

    333
      S.
      Beaudry Avenue

    Los
      Angeles, California 90017-1466 

    Phone:
      213/345-0141

    Fax:
      213/345-6684

    


    Wire
      Instructions:

    Bank
      of
      America, N.A.

    ABA
      No.:


    City/State:
      Dallas, Texas

    Account
      No.: 

    Attn:
      Credit Services

    Ref:
      The
      Vail Corp

    


    Copy
      to:

    Haynes
      and Boone, LLP.

    901
      Main
      Street, Suite 3100

    Dallas,
      Texas 75202-3789

    Attn:
      Karen S. Nelson

    Phone:
      214/651-5648

    FAX::
      214/200-0673

    


    Swing
      Line Lender

    


    U.S.
      Bank
      National Association

    918
      17th
      Street, 4th Floor

    Denver,
      Co 80202

    



    Credit
      Contact:

    Jennifer
      Kaufman

    950
      17th
      Street, 8th Floor

    Denver,
      Colorado 80202

    Phone:
      303/585-4202 

    Fax:
      303/585-6949

    


    Swing
      Line Contact:

    
      	 	
              Hanny
                Nawawi

            


    

    555
      SW
      Oak

    Portland,
      Oregon 97204

    Phone:
      503/275-7894

    Fax:
      503/275-8181   

    


    Wire
      Instructions:

    U.S.
      Bank
      National Association

    ABA
      No.:


    BNF:
      Commercial Loan Services - West

    Account
      No.: 

    Attn:
      Hanny Nawawi

    Ref:
      The
      Vail Corporation

    


    L/C
      Issuer

    


    Wells
      Fargo Bank, National Association

    


    Credit
      Contact:

    Debbie
      Wright/Susan Petri

    1740
      Broadway

    Denver,
      Colorado 80274

    Phone:
      303/863-4829

    Fax:
      303/863-6670

    


    L/C
      Contact:

    Debbie
      Wright/Susan Petri

    1740
      Broadway

    Denver,
      Colorado 80274

    Phone:
      303/863-4829

    Fax:
      303/863-6670

    


    Wire
      Instructions:

    Wells
      Fargo Bank, National Association

    ABA
      No.:


    City/State:
      Denver, Colorado

    Account
      No.: 

    Attn:
      WLS
      Denver

    Ref:
      Vail
      Corporation

    



    


    Lenders
      and Commitments

    


    
      	
              LENDER

            	
              COMMITMENT

            	
               

              COMMITMENT

              PERCENTAGE

            
	
               

              Bank
                of America, N.A.

            	
               

              $55,000,000

            	
               

              18.3%

            
	
               

              U.S.
                Bank National Association

            	
               

              $50,000,000

            	
               

              16.7%

            
	
              Wells
                Fargo Bank,

              National
                Association

            	
              $50,000,000

            	
              16.7%

            
	
              Deutsche
                Bank Trust

              Company
                Americas

            	
              $40,000,000

            	
              13.3%

            
	
              LaSalle
                Bank

              National
                Association 

            	
              $40,000,000

            	
              13.3%

            
	
              JPMorgan
                Chase Bank, NA 

            	
              $20,000,000

            	
              6.7%

            
	
              Colorado
                State Bank & Trust

            	
              $15,000,000

            	
              5.0%

            
	
              Compass
                Bank

            	
              $15,000,000

            	
              5.0%

            
	
              Comerica
                West Incorporated

            	
              $15,000,000

            	
              5.0%

            
	
               

              Totals

            	
               

              $300,000,000

            	
               

              100.0000000%

            


    

    


    



    ANNEX
      D

    


    Schedule
      7.1

    


    
      	
              ITEM

               

            	 	
              DATE
                FOR COMPLIANCE

               

            
	
              1. Borrower
                shall seek written consent from the United States Department of the
                Interior, National Park Service (“Park
                Service”)
                to the pledge by National Park Hospitality Company (“NPHC”)
                to the Administrative Agent (for the benefit of the Lenders) of the
                capital stock of Grand Teton Lodge Company, a Wyoming corporation
                (“Grand
                Teton”),
                issued to NPHC (the “Park
                Service Consent”).

               

            	 	
              Not
                later than 30 days after the date upon which the Park Service consents
                to
                the transfer of ownership of Grand Teton from Borrower to
                NPHC.

               

            
	
              2. NPHC
                shall execute and deliver to Administrative Agent a Pledge Agreement
                pledging the capital stock issued by Grand Teton to NPHC, accompanied
                by a
                certificate (or other instrument evidencing the capital stock) and
                a stock
                power or similar instrument of transfer or assignment duly executed
                in
                blank, each in form and substance satisfactory to Administrative
                Agent

               

            	 	
              On
                or before the thirtieth (30th) day after the date NPHC receives the
                Park
                Service Consent

               

            


    

    



    ANNEX
      E

    


    Schedule
      8.2

    


    (Attached)


    ANNEX
      F

    


    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)(W)
                below):

            	
               

               

              ($_____________)

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

            	
               

               

              ($_____________)

            
	
              (B) Eagle
                Park Reservoir Company

            	
              ($_____________)

            
	
              (C) Boulder/Beaver,
                LLC

            	
              ($_____________)

            
	
              (D) Colter
                Bay Corporation

            	
              ($_____________)

            
	
              (E) Gros
                Ventre Utility Company

            	
              ($_____________)

            
	
              (F) Jackson
                Lake Lodge Corporation

            	
              ($_____________)

            
	
              (G) Jenny
                Lake Lodge, Inc.

            	
              ($_____________)

            
	
              (H) Forest
                Ridge Holdings, Inc.

            	
              ($_____________)

            
	
              (I) Resort
                Technology Partners, LLC

            	
              ($_____________)

            
	
              (J) RT
                Partners, Inc.

            	
              ($_____________)

            
	
              (K) Arrabelle
                at Vail Square, LLC

            	
              ($_____________)

            
	
              (L) Gore
                Creek Place, LLC

            	
              ($_____________)

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

            	
              ($_____________)

            
	
              (N) RCR
                Vail, LLC

            	
              ($_____________)

            
	
              (O)  Colter
                Bay Convenience Store, LLC

            	
              ($_____________)

            
	
              (P)  Colter
                Bay General Store, LLC

            	
              ($_____________)

            
	
              (Q)  Colter
                Bay Marina, LLC

            	
              ($_____________)

            
	
              (R)  Colter
                Bay Cafe Court, LLC

            	
              ($_____________)

            
	
              (S)  Jenny
                Lake Store, LLC

            	
              ($_____________)

            
	
              (T)  Jackson
                Hole Golf & Tennis Club Snack Bar, LLC

            	
              ($_____________)

            
	
              (U)  Stampede
                Canteen, LLC

            	
              ($_____________)

            
	
              (V)  Crystal
                Peak Lodge of Breckenridge, Inc.

            	
              ($_____________)

            
	
              (W)  Hunkidori
                Land Company, LLC

            	
              ($_____________)

            
	
              (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)(W)
                below):

            	
               

               

               

              ($____________)

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

            	
               

               

              ($_____________)

            
	
              (B) Eagle
                Park Reservoir Company

            	
              ($_____________)

            
	
              (C) Boulder/Beaver,
                LLC

            	
              ($_____________)

            
	
              (D) Colter
                Bay Corporation

            	
              ($_____________)

            
	
              (E) Gros
                Ventre Utility Company

            	
              ($_____________)

            
	
              (F) Jackson
                Lake Lodge Corporation

            	
              ($_____________)

            
	
              (G) Jenny
                Lake Lodge, Inc.

            	
              ($_____________)

            
	
              (H) Forest
                Ridge Holdings, Inc.

            	
              ($_____________)

            
	
              (I) Resort
                Technology Partners, LLC

            	
              ($_____________)

            
	
              (J) RT
                Partners, Inc.

            	
              ($_____________)

            
	
              (K) Arrabelle
                at Vail Square, LLC

            	
              ($_____________)

            
	
              (L) Gore
                Creek Place, LLC

            	
              ($_____________)

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

            	
              ($_____________)

            
	
              (N) RCR
                Vail, LLC

            	
              ($_____________)

            
	
              (O)  Colter
                Bay Convenience Store, LLC

            	
              ($_____________)

            
	
              (P)  Colter
                Bay General Store, LLC

            	
              ($_____________)

            
	
              (Q)  Colter
                Bay Marina, LLC

            	
              ($_____________)

            
	
              (R)  Colter
                Bay Cafe Court, LLC

            	
              ($_____________)

            
	
              (S)  Jenny
                Lake Store, LLC

            	
              ($_____________)

            
	
              (T)  Jackson
                Hole Golf & Tennis Club Snack Bar, LLC

            	
              ($_____________)

            
	
              (U)  Stampede
                Canteen, LLC

            	
              ($_____________)

            
	
              (V)  Crystal
                Peak Lodge of Breckenridge, Inc.

            	
              ($_____________)

            
	
              (W)  Hunkidori
                Land Company, LLC

            	
              ($_____________)

            
	
              (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)(W)
                below):

            	
              ($_____________)

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

            	
               

               

              ($_____________)

            
	
              (B) Eagle
                Park Reservoir Company

            	
              ($_____________)

            
	
              (C) Boulder/Beaver,
                LLC

            	
              ($_____________)

            
	
              (D) Colter
                Bay Corporation

            	
              ($_____________)

            
	
              (E) Gros
                Ventre Utility Company

            	
              ($_____________)

            
	
              (F) Jackson
                Lake Lodge Corporation

            	
              ($_____________)

            
	
              (G) Jenny
                Lake Lodge, Inc.

            	
              ($_____________)

            
	
              (H) Forest
                Ridge Holdings, Inc.

            	
              ($_____________)

            
	
              (I) Resort
                Technology Partners, LLC

            	
              ($_____________)

            
	
              (J) RT
                Partners, Inc.

            	
              ($_____________)

            
	
              (K) Arrabelle
                at Vail Square, LLC

            	
              ($_____________)

            
	
              (L) Gore
                Creek Place, LLC

            	
              ($_____________)

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

            	
              ($_____________)

            
	
              (N) RCR
                Vail, LLC

            	
              ($_____________)

            
	
              (O)  Colter
                Bay Convenience Store, LLC

            	
              ($_____________)

            
	
              (P)  Colter
                Bay General Store, LLC

            	
              ($_____________)

            
	
              (Q)  Colter
                Bay Marina, LLC

            	
              ($_____________)

            
	
              (R)  Colter
                Bay Cafe Court, LLC

            	
              ($_____________)

            
	
              (S)  Jenny
                Lake Store, LLC

            	
              ($_____________)

            
	
              (T)  Jackson
                Hole Golf & Tennis Club Snack Bar, LLC

            	
              ($_____________)

            
	
              (U)  Stampede
                Canteen, LLC

            	
              ($_____________)

            
	
              (V)  Crystal
                Peak Lodge of Breckenridge, Inc.

            	
              ($_____________)

            
	
              (W)  Hunkidori
                Land Company, LLC

            	
              ($_____________)

            
	
              (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 market  accounts
                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 Unrestricted  Subsidiaries
                (the sum of items
                11.1(xix)(A)
                through 11.1(xix)(W)  below):

            	
               

               

              ($_____________)

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

            	
               

               

              ($_____________)

            
	
              (B) Eagle
                Park Reservoir Company

            	
              ($_____________)

            
	
              (C) Boulder/Beaver,
                LLC

            	
              ($_____________)

            
	
              (D) Colter
                Bay Corporation

            	
              ($_____________)

            
	
              (E) Gros
                Ventre Utility Company

            	
              ($_____________)

            
	
              (F) Jackson
                Lake Lodge Corporation

            	
              ($_____________)

            
	
              (G) Jenny
                Lake Lodge, Inc.

            	
              ($_____________)

            
	
              (H) Forest
                Ridge Holdings, Inc.

            	
              ($_____________)

            
	
              (I) Resort
                Technology Partners, LLC

            	
              ($_____________)

            
	
              (J) RT
                Partners, Inc.

            	
              ($_____________)

            
	
              (K) Arrabelle
                at Vail Square, LLC

            	
              ($_____________)

            
	
              (L) Gore
                Creek Place, LLC

            	
              ($_____________)

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

            	
              ($_____________)

            
	
              (N) RCR
                Vail, LLC

            	
              ($_____________)

            
	
              (O)  Colter
                Bay Convenience Store, LLC

            	
              ($_____________)

            
	
              (P)  Colter
                Bay General Store, LLC

            	
              ($_____________)

            
	
              (Q)  Colter
                Bay Marina, LLC

            	
              ($_____________)

            
	
              (R)  Colter
                Bay Cafe Court, LLC

            	
              ($_____________)

            
	
              (S)  Jenny
                Lake Store, LLC

            	
              ($_____________)

            
	
              (T)  Jackson
                Hole Golf & Tennis Club Snack Bar, LLC

            	
              ($_____________)

            
	
              (U)  Stampede
                Canteen, LLC

            	
              ($_____________)

            
	
              (V)  Crystal
                Peak Lodge of Breckenridge, Inc.

            	
              ($_____________)

            
	
              (W)  Hunkidori
                Land Company, LLC

            	
              ($_____________)

            
	
              (xx) Unrestricted
                Cash of the Restricted Companies (11.1(viii)
                minus    11.1(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 for assets acquired during such period:

            	
               

              $

            
	
               

              (xxvi) Minus pro
                forma EBITDA
                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)(W)
                below):

            	
               

               

               

              ($_____________)

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

            	
               

               

              ($_____________)

            
	
              (B) Eagle
                Park Reservoir Company

            	
              ($_____________)

            
	
              (C) Boulder/Beaver,
                LLC

            	
              ($_____________)

            
	
              (D) Colter
                Bay Corporation

            	
              ($_____________)

            
	
              (E) Gros
                Ventre Utility Company

            	
              ($_____________)

            
	
              (F) Jackson
                Lake Lodge Corporation

            	
              ($_____________)

            
	
              (G) Jenny
                Lake Lodge, Inc.

            	
              ($_____________)

            
	
              (H) Forest
                Ridge Holdings, Inc.

            	
              ($_____________)

            
	
              (I) Resort
                Technology Partners, LLC

            	
              ($_____________)

            
	
              (J) RT
                Partners Inc.

            	
              ($_____________)

            
	
              (K) Arrabelle
                at Vail Square, LLC

            	
              ($_____________)

            
	
              (L) Gore
                Creek Place, LLC

            	
              ($_____________)

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

            	
              ($_____________)

            
	
              (N) RCR
                Vail, LLC

            	
              ($_____________)

            
	
              (O)  Colter
                Bay Convenience Store, LLC

            	
              ($_____________)

            
	
              (P)  Colter
                Bay General Store, LLC

            	
              ($_____________)

            
	
              (Q)  Colter
                Bay Marina, LLC

            	
              ($_____________)

            
	
              (R)  Colter
                Bay Cafe Court, LLC

            	
              ($_____________)

            
	
              (S)  Jenny
                Lake Store, LLC

            	
              ($_____________)

            
	
              (T)  Jackson
                Hole Golf & Tennis Club Snack Bar, LLC

            	
              ($_____________)

            
	
              (U)  Stampede
                Canteen, LLC

            	
              ($_____________)

            
	
              (V)  Crystal
                Peak Lodge of Breckenridge, Inc.

            	
              ($_____________)

            
	
              (W)  Hunkidori
                Land Company, LLC

            	
              ($_____________)

            
	
              (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 (other than from another
                Company) from the offering, issuance, or sale of equity securities
                of a
                Restricted Company after  October
                31, 2004:

            	
               

               

              $

            
	
              (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
                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 (excluding (i) normal replacements and maintenance which
                are
                properly charged to current operations, and (ii) such expenditures
                relating to real estate held for resale) during each fiscal
                year:

            	
               

               

               

               

               

              $

            
	
               

              (b) Total
                Assets of the Restricted Companies as of the last day of the fiscal
                year:

            	
               

               

              $

            
	
               

              (c) Maximum
                capital expenditures permitted (10% of Total Assets of the Restricted
                Companies 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