exhibit4_1f.htm


    
      
        

      
                    Exhibit 4.1(f)


      ____________________

       

      SUPPLEMENTAL
INDENTURE

       

      Dated as
of January 29, 2009

       

      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 January 29, 2009, among Vail Resorts, Inc., a Delaware
corporation (the “Issuer”), the
Guarantors named on the signature pages hereto (the “Guarantors”), the
Additional Guarantors 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, each of the Additional Guarantors 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 each 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

       

      Each
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 Guarantors 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:

              


      

       

      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
Eleven Biscayne, 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
Third Turtle, Ltd.

      Rockresorts
Wyoming, LLC

      SOHO
Development, LLC

      SSV
Holdings, Inc.

      Stampede
Canteen, LLC

      Teton
Hospitality Services, Inc.

      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:

       

      Arrabelle at Vail Square,
LLC

      The Chalets at the Lodge at Vail,
LLC

       

             
By: /s/ Jeffrey W.
Jones                                                                           

      Name: Jeffrey W.
Jones

      Title: Senior Executive Vice
President and

      Chief Financial Officer of each
Guarantor listed above

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                TRUSTEE:

              


      

       

      
        	
                 
      

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

              


      

                                   
By:       /s/ Raymond
Torres                                                                

                      
 Name:  Raymond Torres

                        Title:  Assistant
Vice President