Exhibit 10.19(d)

 

AGREEMENT AND CONSENT 

	THIS AGREEMENT AND CONSENT (this "***Agreement*") is entered into as of January 28, 2004, among **THE VAIL CORPORATION**, a Colorado corporation doing business as "Vail Associates, Inc." ("***Borrower*"), each Guarantor (as defined in the Credit Agreement referenced below), each of the financial institutions party hereto (each, a "***Term Loan Lender*," and collectively, the "***Term Loan Lenders*"), and **BANK OF AMERICA, N.A.**, as Administrative Agent (herein so called) under that certain Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 10, 2003 (as amended to date, the "***Credit Agreement*"), among Borrower, Administrative Agent, and certain other agents and lenders party thereto.  Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings set forth in the Credit Agreement.  Banc of America Securities LLC will serve as Sole Lead Arranger and Sole Book Manager for the Term Loan Facility.**1.	Subject Modifications.  Pursuant to ***Section 2.5* of the Credit Agreement, Borrower has requested the following modifications to the Credit Agreement (collectively, the "***Subject Modifications*"): (a) the reduction of the "*Applicable Margin*" with respect to Term Loans to a percentage per annum equal to 2.25% commencing on January 28, 2004; and (b) the extension of the "*Termination Date*" for the Term Loan Facility to the earlier of (i) December 10, 2010, and (ii) the effective date of any other termination, cancellation or acceleration of the Term Loan Facility. **2.	Consent of Administrative Agent and Term Loan Lenders.  By execution below, Administrative Agent and each Term Loan Lender hereby consent to the Subject Modifications.
**3.	**Conditions Precedent to Effectiveness.**This Agreement shall be effective on the date (the "***Effective Date*") upon which Administrative Agent receives (a) counterparts of this Agreement executed by Borrower, Guarantors, Administrative Agent, and Term Loan Lenders, and such other certificates, opinions, and other documents as Administrative Agent may request, and (b) a certificate from a Responsible Officer certifying that (i) the representations and warranties set forth in ***Section 7* of the Credit Agreement and the other Loan Papers are true and correct as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (ii) no Default or Potential default then exists or will arise after giving effect to this Agreement and the transactions contemplated hereby. **4.	**Miscellaneous.**  Unless stated otherwise herein, (a) this Agreement 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, (b) this Agreement 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, (c) **this Agreement, the Credit Agreement, 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 (d) except as provided in this Agreement, the Credit Agreement and the other Loan Papers are unchanged and are ratified and confirmed.**5.	**Parties.**  This Agreement binds and inures to the benefit of Borrower, Guarantors, Administrative Agent, Term Loan Lenders, and their respective successors and assigns.

	The parties hereto have executed this Agreement in multiple counterparts as of the date first above written.
***Remainder of Page Intentionally Blank.  Signature Pages to Follow.*** **THE VAIL CORPORATION (D/B/A "VAIL ASSOCIATES, INC."),****as Borrower

 

By:						
	Name:					
	Title:					**   ** 

 

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

 

By:						
	Name:					
	Title:					** 

 

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