Exhibit 4.1(h)
 
 ____________________
 
 SUPPLEMENTAL INDENTURE
 
 Dated as of May 26, 2010
 
 to
 
 INDENTURE
 
 Dated as of January 29, 2004
 
 among
 
 VAIL RESORTS, INC., as Issuer,
 
 the Guarantors named therein, as Guarantors,
 
 and
 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
 
 ____________________
 
 6 3/4 % Senior Subordinated Notes due 2014


SUPPLEMENTAL INDENTURE, dated as of May 26, 2010, among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors named on the signature pages hereto (the “Guarantors”), the Additional Guarantor named on the signature pages hereto (collectively the “Additional Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as Trustee (the “Trustee”).




WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of January 29, 2004 (the “Indenture”) providing for the issuance of $390,000,000 aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2014 of the Company (the “Notes”); and




WHEREAS, subsequent to the execution of the Indenture and the issuance of $390,000,000 aggregate principal amount of the Notes, the Additional Guarantor has become a guarantor under the Credit Agreement; and




WHEREAS, pursuant to and as contemplated by Sections 4.18 and 9.01 of the Indenture, the parties hereto desire to execute and deliver this Supplemental Indenture for the purpose of providing for the Additional Guarantor to expressly assume all the obligations of a Guarantor under the Notes and the Indenture;




NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Notes, as follows:






I.













ASSUMPTION OF GUARANTEES




The Additional Guarantor, as provided by Section 4.18 of the Indenture, jointly and severally, hereby unconditionally expressly assumes all of the obligations of a Guarantor under the Notes and the Indenture to the fullest as set forth in Article 12 of the Indenture; and each Additional Guarantor may expressly exercise every right and power of a Guarantor under the Indenture with the same effect as if it had been named a Guarantor therein.






II.













MISCELLANEOUS PROVISIONS




A.           Terms Defined.




For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.




B.           Indenture.




Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.




C.           Governing Law.




THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.




D.           Successors.




All agreements of the Company, the Guarantors and the Additional Guarantor in this Supplemental Indenture, the Notes and the Guarantees shall bind their respective successors.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.




E.           Duplicate Originals.




The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together shall represent the same agreement.




F.           Trustee Disclaimer.




The Trustee is not responsible for the validity or sufficiency of this Supplemental Indenture.







SIGNATURES




IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.




ISSUER:




VAIL RESORTS, INC.




By:         /s/ Jeffrey W. Jones


Name:    Jeffrey W. Jones


Title:      Senior Executive Vice President and Chief


Financial Officer








GUARANTORS:




Arrabelle at Vail Square, LLC


Beaver Creek Associates, Inc.


Beaver Creek Consultants, Inc.


Beaver Creek Food Services, Inc.


Breckenridge Resort Properties, Inc.


Bryce Canyon Lodge Company


Colter Bay Corporation


Colter Bay Convenience Store, LLC


Colter Bay General Store, LLC


Colter Bay Café Court, LLC


Colter Bay Marina, LLC


Crystal Peak Lodge of Breckenridge, Inc.


Delivery Acquisition, Inc.


Gillett Broadcasting, Inc.


Grand Teton Lodge Company


Heavenly Valley, Limited Partnership


Jackson Hole Golf and Tennis Club, Inc.


Jackson Hole Golf & Tennis Club Snack Shack, LLC


Jackson Lake Lodge Corporation


Jenny Lake Lodge, Inc.


Jenny Lake Store, LLC


JHL&S LLC


Keystone Conference Services, Inc.


Keystone Development Sales, Inc.


Keystone Food and Beverage Company


Keystone Resort Property Management Company


Lodge Properties, Inc.


Lodge Realty, Inc.


Mesa Verde Lodge Company


National Park Hospitality Company


One Ski Hill Place, LLC


Property Management Acquisition Corp., Inc.


RCR Vail, LLC


Rockresorts Arrabelle, LLC


Rockresorts Cheeca, LLC


Rockresorts Cordillera Lodge Company, LLC


Rockresorts DR, LLC


Rockresorts Equinox, Inc.


Rockresorts Hotel Jerome, LLC


Rockresorts International, LLC


Rockresorts LLC


Rockresorts LaPosada, LLC


Rockresorts Rosario, LLC


Rockresorts (St. Lucia) Inc.


Rockresorts Ski Tip, LLC


Rockresorts Tempo, LLC


Rockresorts Third Turtle, Ltd.


Rockresorts Wyoming, LLC


SOHO Development, LLC


SSV Holdings, Inc.


Stampede Canteen, LLC


Teton Hospitality Services, Inc.


The Chalets at the Lodge at Vail, LLC


The Vail Corporation


The Village at Breckenridge Acquisition Corp., Inc.


Vail Associates Holdings, Ltd.


Vail Associates Investments, Inc.


Vail Associates Real Estate, Inc.


Vail Food Services, Inc.


Vail Holdings, Inc.


Vail Hotel Management Company, LLC


Vail Resorts Development Company


Vail Resorts Lodging Company


Vail Summit Resorts, Inc.


Vail Trademarks, Inc.


Vail/Arrowhead, Inc.


Vail/Beaver Creek Resort Properties, Inc.


VAMHC, Inc.


Vail RR, Inc.


VA Rancho Mirage I, Inc.


VA Rancho Mirage II, Inc.


VA Rancho Mirage Resort, L.P.


VR Heavenly I, Inc.


VR Heavenly II, Inc.


VR Holdings, Inc.


Zion Lodge Company







Each by its authorized officer or signatory:







By:           /s/ Jeffrey W. Jones


Name:Jeffrey W. Jones


Title:        Senior Executive Vice President and


Chief Financial Officer of each Guarantor listed above





ADDITIONAL GUARANTORS:




SSI VENTURE LLC


a Colorado limited liability company


By:  SSV Holdings, Inc., a Colorado corporation


its sole member








By:/s/ Jeffrey W. Jones


Name:Jeffrey W. Jones


Title:         Senior Executive Vice President and


Chief Financial Officer





TRUSTEE:




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee








/s/ Alex Briffett