Second Amendment to Fifth Amended and Restated Credit Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO 
 FIFTH AMENDED AND RESTATED CREDIT
AGREEMENT 
 AND AMENDMENT TO PLEDGE AGREEMENTS 

This SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT TO PLEDGE AGREEMENTS (this
“Amendment”) is dated as of September 16, 2011, 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), and, for the purposes of
Section 2 hereof, is acknowledged and agreed to by each Restricted Company (including the Company) that has executed and delivered a Pledge Agreement (collectively referred to herein as the “Pledgors”).

 RECITALS 
 A. The Company has entered into that certain Fifth Amended and Restated Credit Agreement dated as of January 25, 2011, 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 the First Amendment to Fifth Amended and Restated Credit Agreement, dated as of April 13, 2011, as amended hereby, and as further
amended, restated, or modified from time to time, the “Credit Agreement”), providing for revolving credit loans, letters of credit, and swing line loans. 

B. The Company and the Guarantors desire to make certain changes to the Credit Agreement, and the Pledgors desire to make certain changes
to the Pledge Agreements identified on Schedule A hereto (as the same have been or may hereafter be from time to time amended, each, a “Pledge Agreement,” and collectively, the “Pledge
Agreements”), as set forth herein, and have requested that the Administrative Agent and the Required Lenders agree to such changes. 
 C. Subject to the terms and conditions set forth herein, the Administrative Agent and the Required Lenders are willing to make the changes to the Credit Agreement and the Pledge Agreements set forth
herein. 
 Subject to the terms and conditions set forth herein, the Company, the other Pledgors, the Required Lenders party
hereto, the Guarantors (by execution of the attached Guarantors’ Consent and Agreement), and the Administrative Agent agree as follows: 

1. Amendments to Credit Agreement. 
 (a) New Definitions. Section 1.1 of the Credit Agreement (Definitions) is amended by inserting the following new definition alphabetically to read as follows: 

“Concessioner Subsidiaries” means, collectively, (a) Grand Teton Lodge Company, a Wyoming
corporation, (b) Flagg Ranch Company, a Colorado corporation, and (c) each other Restricted Subsidiary (other than the Borrower) that is awarded a concession contract or similar agreement by the National Park Service (each, a
“Concession Contract”) that prohibits the Equity Interests of such Restricted Subsidiary from being pledged to the Administrative Agent under the Loan Papers; provided, that (i) a true and correct copy of the
applicable Concession Contract has been delivered to the Administrative Agent and such Concession Contract has not expired or been terminated, (ii) the Equity Interests of such Restricted Subsidiary have not, and will not, be


  
 Second
Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge Agreements 








 
pledged to any other Person, (iii) such Restricted Subsidiary does not, and will not own, any material assets or property other than the Concession Contract, the revenues generated by such
Concession Contract, and the improvements, assets, and Rights necessary to perform its obligations under such Concession Contract, (iv) such Restricted Subsidiary has executed a Guaranty, and (v) the Administrative Agent has agreed to the
designation of such Restricted Subsidiary as a Concessioner Subsidiary in writing. 
 (b) Modification of the Collateral
Covenant. Section 6.2 of the Credit Agreement (Collateral) is amended by replacing “other than the North Star Subsidiaries and Grand Teton Lodge Company” in clause (a) thereof with “other than the North
Star Subsidiaries and the Concessioner Subsidiaries”. 
 (c) Modification of the Maintenance of Existence, Assets, and
Business Covenant. Section 9.7 of the Credit Agreement (Maintenance of Existence, Assets, and Business) is amended by replacing “(other than stock in the North Star Subsidiaries and Grand Teton Lodge Company)” in clause
(b)(ii) thereof with “(other than stock in the North Star Subsidiaries and the Concessioner Subsidiaries)”. 
 (d)
Schedule 8.2. Schedule 8.2 to the Credit Agreement is deleted and replaced with Schedule 8.2 attached hereto as Annex I. 
 2. Amendment of the Definition of “Pledged Securities” in each Pledge Agreement. The definition of “Pledged Securities” in each Pledge Agreement is amended by adding the
following sentence to the end thereof: 
 “Notwithstanding anything to the contrary contained in this Agreement, Pledged
Securities shall not include, and shall not be required to include, the Securities issued to Debtor by any Concessioner Subsidiary.” 

3. Representations and Warranties. As a material inducement to the Lenders and the Administrative Agent to execute and deliver this
Amendment, the Company represents and warrants to the Lenders and the Administrative Agent (with the knowledge and intent that Lenders party hereto are relying upon the same in entering into this Amendment) that: (a) the Company, the other
Pledgors, and the Guarantors have all requisite authority and power to execute, deliver, and perform their respective obligations under this 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 other Pledgors, the Guarantors, the Administrative Agent, and the Lenders party hereto, this Amendment will constitute the legal and binding obligation of each of
the Company, the other Pledgors, and the Guarantors, enforceable against such entities in accordance with the terms of this 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) after giving effect to this Amendment, 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) after giving effect to this
Amendment, no Default or Potential Default has occurred and is continuing. 

  
 Second
Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge Agreements 
 2 








 4. Conditions Precedent to Effectiveness. This Amendment shall be effective on the date (the
“Effective Date”) upon which the Administrative Agent receives each of the following items: 
 (a)
counterparts of this Amendment executed by the Company, the other Pledgors, the Administrative Agent, and the Required Lenders; 

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

(c) a Guaranty executed by Flagg Ranch Company; 
 (d) an Officer’s Certificate for Flagg Ranch Company attaching (i) resolutions authorizing the guarantee by Flagg Ranch Company of the Obligation, (ii) Flagg Ranch Company’s articles
of incorporation and bylaws, (iii) listing the names and titles of the Responsible Officers, and (iv) providing specimen signatures for such Responsible Officers; 
 (e) National Park Hospitality Company’s authorization to file a UCC-3 financing statement amendment amending the collateral description of the UCC-1 financing statement naming National Park
Hospitality Company, as debtor, and Administrative Agent, as secured party, to reflect the amendment of its Pledge Agreement set forth in Section 2 hereof; and 

(f) confirmation that the Company has paid all reasonable fees and expenses of Haynes and Boone, LLP, counsel to Administrative Agent,
incurred in connection with this Amendment and invoiced to the Company on or prior to the Effective Date. 
 5. Expenses. The
Company shall pay all reasonable out-of-pocket fees and expenses paid or incurred by the Administrative Agent incident to this Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in
connection with the negotiation, preparation, delivery, and execution of this Amendment and any related documents. 
 6.
Ratifications. The Company and each Guarantor (by executing the Guarantors’ Consent and Agreement attached hereto) (a) ratifies and confirms all provisions of the Loan Papers; (b) ratifies and confirms that, except as
expressly set forth in this Amendment, all Guaranties, assurances, and Liens granted, conveyed, or assigned to Administrative Agent, for the benefit of the Lenders, under the Loan Papers are not released, reduced, or otherwise adversely
affected by this Amendment and continue to guarantee, assure, and secure full payment and performance of Company’s present and future obligations to Administrative Agent and the Lenders; and (c) agrees to perform such acts and duly
authorize, execute, acknowledge, deliver, file, and record such additional documents, and certificates as Administrative Agent may reasonably request in order to create, perfect, preserve, and protect those guaranties, assurances, and liens.

 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 Amendment, (c) this Amendment shall be governed by and construed in accordance with the laws
of the State of New York, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it shall nevertheless remain enforceable, (e) this Amendment may be executed in any number of counterparts with the same
effect as if all signatories had signed the same document, and all of those counterparts shall be construed together to constitute the same document, (f) this Amendment is a “Loan Paper” referred to in the Credit Agreement, and the
provisions relating to Loan Papers in Section 15 of the Credit Agreement are incorporated herein by reference, (g) this Amendment, the Credit Agreement, as amended by this Amendment, and the other Loan Papers constitute the entire
agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof, and (h) except as provided in this Amendment, the Credit Agreement, the
Notes, and the other Loan Papers are unchanged and are ratified and confirmed. 

  
 Second
Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge Agreements 
 3 








 8. Parties. This Amendment binds and inures to the benefit of the Company, the other Pledgors,
the Guarantors, the Administrative Agent, the Lenders, and their respective successors and assigns. 
 The parties hereto have
executed this Amendment in multiple counterparts as of the date first above written. 
 Remainder of Page Intentionally
Blank. 
 Signature Pages to Follow. 

  
 Second
Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge Agreements 
 4 








 
			
	THE VAIL CORPORATION (D/B/A “VAIL ASSOCIATES, INC.”), as the Company
		
	By:	 	/s/ Jeffrey W. Jones
		 	Name:
		 	Title:


 ACKNOWLEDGED AND AGREED 
 FOR PURPOSES OF SECTION 2 HEREOF: 
 VAIL RESORTS, INC. 

VAIL HOLDINGS, INC. 
 ALL MEDIA
ASSOCIATES, INC. 
 ALL MEDIA HOLDINGS, INC. 
 BEAVER CREEK ASSOCIATES, INC. 
 GRAND TETON LODGE COMPANY 

HEAVENLY VALLEY, LIMITED PARTNERSHIP 
 By: VR Heavenly I, Inc. 
 LODGE PROPERTIES INC. 

NATIONAL PARK HOSPITALITY COMPANY 

ROCKRESORTS INTERNATIONAL, LLC 
 By: Vail RR, Inc. 
 SSV ONLINE HOLDINGS, INC. 

SSV HOLDINGS, INC. 
 TETON HOSPITALITY
SERVICES, INC. 
 VA RANCHO MIRAGE I, INC. 
 VA RANCHO MIRAGE II, INC. 
 VAIL/ARROWHEAD, INC. 

VAIL ASSOCIATES HOLDINGS, LTD. 
 VAIL
RESORTS DEVELOPMENT COMPANY 
 VAIL RR, INC. 
 VAIL SUMMIT RESORTS, INC. 
 VR HEAVENLY I, INC. 

VR HEAVENLY II, INC. 
  

			
		
	By:	 	/s/ Jeffrey W. Jones 
		 	Name:
		 	Title:

 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:	 	/s/ David McCauley
		 	David McCauley
		 	Director


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
			
	BANK OF AMERICA, N.A.,
	as an L/C Issuer, a Swing Line Lender, and a Lender
		
	By:	 	/s/ David McCauley
		 	David McCauley
		 	Director


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	U.S. BANK NATIONAL ASSOCIATION,
	as a Swing Line Lender and a Lender
		
	By:	 	/s/ Greg Blanchard
		 	Name:	 	Greg Blanchard
		 	Title:	 	Vice President


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer and a Lender
		
	By:	 	/s/ Nathan Callister
		 	Name:	 	Nathan Callister
		 	Title:	 	Vice President


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	JPMORGAN CHASE BANK, N.A.,
	as a Lender
		
	By:	 	/s/ Brandon Watkins
		 	Name:	 	Brandon Watkins
		 	Title:	 	Vice President


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
		
	By:	 	/s/ James Rolison
		 	Name:	 	James Rolison
		 	Title:	 	Managing Director
		
	By:	 	/s/ Perry Forman
		 	Name:	 	Perry Forman
		 	Title:	 	Director


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	COMPASS BANK,
	as a Lender
		
	By:	 	/s/ Joseph W. Nimmons
		 	Name:	 	Joseph W. Nimmons
		 	Title:	 	Vice President


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	BOKF, N.A. DBA COLORADO STATE BANK & TRUST,
	as a Lender
		
	By:	 	/s/ Amorow K. Aye
		 	Name:	 	Amorow K. Aye
		 	Title:	 	SVP


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	COMERICA BANK,
	as a Lender
		
	By:	 	/s/ Fatima Arshad
		 	Name:	 	Fatima Arshad
		 	Title:	 	Vice President


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 
					
	BANK OF THE WEST,
	as a Lender
		
	By:	 	/s/ Gary Fowler
		 	Name:	 	Gary Fowler
		 	Title:	 	SVP Manager


 Signature Page to 
 Second Amendment to 
 Fifth Amended and Restated Credit Agreement

 and Amendment to Pledge Agreements 







 GUARANTORS’ CONSENT AND AGREEMENT 

As an inducement to Administrative Agent and Required Lenders to execute, and in consideration of and as a condition to Administrative
Agent’s and Required Lenders’ execution of the foregoing Second Amendment to Fifth Amended and Restated Credit Agreement and Amendment to Pledge Agreement (the “Second Amendment”), the undersigned hereby consent to
the Second Amendment, and agree that (a) the Second Amendment 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, and (b) the Guaranty executed by each Guarantor is ratified, and the “Guaranteed Indebtedness” includes, without limitation, the
“Obligation” (as defined in the Credit Agreement). This consent and agreement shall be binding upon the undersigned, and the respective successors and assigns of each, shall inure to the benefit of Administrative Agent and
Lenders, and the respective successors and assigns of each, and shall be governed by and construed in accordance with the laws of the State of New York. 

 

					
	Vail Resorts, Inc.
	Vail Holdings, Inc.
	All Media Associates, Inc.
	All Media Holdings, Inc.
	Arrabelle at Vail Square, LLC
		 	By:	 	Vail Resorts Development Company
	Beaver Creek Associates, Inc.
	Beaver Creek Consultants, Inc.
	Beaver Creek Food Services, Inc.
	Booth Creek Ski Holdings, Inc.
	BRCP Inc.
	Breckenridge Resort Properties, Inc.
	Bryce Canyon Lodge Company
	Colter Bay Café Court, LLC
		 	By:	 	Grand Teton Lodge Company
	Colter Bay Convenience Store, LLC
		 	By:	 	Grand Teton Lodge Company
	Colter Bay Corporation
	Colter Bay General Store, LLC
		 	By:	 	Grand Teton Lodge Company
	Colter Bay Marina, LLC
		 	By:	 	Grand Teton Lodge Company
	Crystal Peak Lodge of Breckenridge, Inc.
	Delivery Acquisition, Inc.
	Gillett Broadcasting, Inc.
	Grand Teton Lodge Company
	Heavenly Valley, Limited Partnership
		 	By:	 	VR Heavenly I, Inc.
	Jackson Hole Golf and Tennis Club, Inc.
	Jackson Hole Golf and Tennis Club Snack Shack, LLC
		 	By:	 	Grand Teton Lodge Company


 Guarantors’ Consent and Agreement to 

Second Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge
Agreements 







 
							
	Jackson Lake Lodge Corporation
	Jenny Lake Lodge, Inc.
	Jenny Lake Store, LLC
		 	By:	 	Grand Teton Lodge Company
	JHL&S LLC
		 	By:	 	Teton Hospitality Services, Inc.
	Keystone Conference Services, Inc.
	Keystone Development Sales, Inc.
	Keystone Food & Beverage Company
	Keystone Resort Property Management Company
	Lake Tahoe Lodging Company
	Lodge Properties Inc.
	Lodge Realty, Inc.
	La Posada Beverage Service, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Mesa Verde Lodge Company
	National Park Hospitality Company
	Northstar Group Commercial Properties LLC
		 	By:	 	VR Acquisition, Inc.
	Northstar Group Restaurant Properties, LLC
		 	By:	 	Northstar Group Commercial Properties LLC
		 		 	By:	 	Vail Acquisition, Inc.
	One Ski Hill Place, LLC
		 	By:	 	Vail Resorts Development Company
	Property Management Acquisition Corp., Inc.
	RCR Vail, LLC
		 	By:	 	Vail Resorts Development Company
	Rockresorts Arrabelle, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Cheeca, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Cordillera Lodge Company, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts DR, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Equinox, Inc.
	Rockresorts Hotel Jerome, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts International, LLC
		 	By:	 	Vail RR, Inc.
	Rockresorts LaPosada, LLC


 Guarantors’ Consent and Agreement to 

Second Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge
Agreements 







 
							
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts International Management Company
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Rosario, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Ski Tip, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Tempo, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Rockresorts Wyoming, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.
	Soho Development, LLC
		 	By:	 	Vail Associates Holdings, Ltd.
	SSI Venture LLC
		 	By:	 	SSV Holdings, Inc.
	SSV Online Holdings, Inc.
	SSV Online LLC
		 	By:	 	SSV Holdings, Inc.
	SSV Holdings, Inc.
	Stampede Canteen, LLC
		 	By:	 	Grand Teton Lodge Company
	Teton Hospitality Services, Inc.
	The Chalets at the Lodge at Vail, LLC
		 	By:	 	Vail Resorts Development Company
	The Village at Breckenridge Acquisition Corp., Inc.
	Trimont Land Company
	VA Rancho Mirage I, Inc.
	VA Rancho Mirage II, Inc.
	VA Rancho Mirage Resort, L.P.
		 	By:	 	VA Rancho Mirage I, Inc.
	Vail/Arrowhead, Inc.
	Vail Associates Holdings, Ltd.
	Vail Associates Investments, Inc.
	Vail Associates Real Estate, Inc.
	Vail/Beaver Creek Resort Properties, Inc.
	Vail Food Services, Inc.
	Vail Hotel Management Company, LLC
		 	By:	 	Rockresorts International, LLC
		 		 	By:	 	Vail RR, Inc.


 Guarantors’ Consent and Agreement to 

Second Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge
Agreements 







 
					
	Vail Resorts Development Company
	Vail Resorts Lodging Company
	Vail RR, Inc.
	Vail Summit Resorts, Inc.
	Vail Trademarks, Inc.
	VAMHC, Inc.
	VR Acquisition, Inc.
	VR Heavenly Concessions, Inc.
	VR Heavenly I, Inc.
	VR Heavenly II, Inc.
	VR Holdings, Inc.
	Zion Lodge Company
		
	By:	 	/s/ Jeffrey W. Jones
		 	Name:	 	
		 	Title:	 	


 Guarantors’ Consent and Agreement to 

Second Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge
Agreements 







 Schedule A 

Pledge Agreements 
  

	1.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by The Vail Corporation (d/b/a “Vail Associates, Inc.”), as debtor, in favor of Bank of
America, N.A., as Administrative Agent, as secured party. 

  

	2.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Vail Resorts, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	3.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Vail Holdings, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	4.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Beaver Creek Associates, Inc., as debtor, in favor of Bank of America, N.A., as Administrative
Agent, as secured party. 

  

	5.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Grand Teton Lodge Company, as debtor, in favor of Bank of America, N.A., as Administrative
Agent, as secured party. 

  

	6.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Lodge Properties Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent,
as secured party. 

  

	7.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Teton Hospitality Services, Inc., as debtor, in favor of Bank of America, N.A., as
Administrative Agent, as secured party. 

  

	8.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by VA Rancho Mirage I, Inc., as debtor, in favor of Bank of America, N.A., as Administrative
Agent, as secured party. 

  

	9.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by VA Rancho Mirage II, Inc., as debtor, in favor of Bank of America, N.A., as Administrative
Agent, as secured party. 

  

	10.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Vail Resorts Development Company, as debtor, in favor of Bank of America, N.A., as
Administrative Agent, as secured party. 

  

	11.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Vail RR, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	12.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Vail Summit Resorts, Inc., as debtor, in favor of Bank of America, N.A., as Administrative
Agent, as secured party. 

  

	13.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by Vail/Arrowhead, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	14.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by VR Heavenly I, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

 Schedule A to Second Amendment to 

Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge Agreements 








	15.	Amended and Restated Pledge Agreement dated as of June 10, 2003, by VR Heavenly II, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	16.	Second Amended and Restated Pledge Agreement dated as of April 16, 2008, by Rockresorts International, LLC, as debtor, in favor of Bank of America, N.A., as
Administrative Agent, as secured party. 

  

	17.	Pledge Agreement dated as of December 29, 2005, by SSV Holdings, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as secured party.


  

	18.	Pledge Agreement dated as of January 25, 2006, by Vail Associates Holdings, Ltd., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as secured
party. 

  

	19.	Pledge Agreement dated as of June 25, 2010, by All Media Holdings, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as secured party.


  

	20.	Pledge Agreement dated as of March 13, 2007, by National Park Hospitality Company, as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	21.	Pledge Agreement dated as of September 13, 2010, by Heavenly Valley, Limited Partnership, as debtor, in favor of Bank of America, N.A., as Administrative Agent, as
secured party. 

  

	22.	Pledge Agreement dated as of January 25, 2011, by All Media Associates, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as secured
party. 

  

	23.	Pledge Agreement dated as of June 29, 2011, by SSV Online Holdings, Inc., as debtor, in favor of Bank of America, N.A., as Administrative Agent, as secured party.


 Schedule A to Second Amendment to 
 Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge
Agreements 







 Annex I 
 See attached. 
 Annex I to Second Amendment to 

Fifth Amended and Restated Credit Agreement 
 and Amendment to Pledge Agreements