AND AMONG VAIL HOLDCO CORP (THE "COMPANY") AND CERTAIN HOLDERS OF
COMPANY SECURITIES PARTY THERETO (THE "INVESTORS RIGHTS AGREEMENT"). NO
TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF THE CERTIFICATE OF DESIGNATIONS AND THE INVESTORS RIGHTS
AGREEMENT. A COPY OF THE CERTIFICATE OF DESIGNATIONS AND THE INVESTORS RIGHTS
AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER UPON
REQUEST.
72
IN ADDITION, THE HOLDER OF THIS SECURITY UNDERSTANDS THAT THE COMPANY MAY
RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THIS SECURITY. EACH
PURCHASER OF THIS SECURITY OR ANY BENEFICIAL INTERESTS HEREIN WILL BE DEEMED TO
REPRESENT THAT IT AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH
HEREIN AND IN THE CERTIFICATE OF DESIGNATIONS, AND WILL NOT TRANSFER THIS
SECURITY TOR ANY BENEFICIAL INTERESTS HEREIN EXCEPT TO AN ELIGIBLE PURCHASER WHO
CAN MAKE THE SAME ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS ON
BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING.
73
EXHIBIT B
Global Certificate Legend
THIS GLOBAL CERTIFICATE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE CERTIFICATE
OF DESIGNATIONS FOR THE SERIES A PREFERRED STOCK FILED WITH THE SECRETARY OF
STATE FOR THE STATE OF DELAWARE PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL
CORPORATION LAW (THE "CERTIFICATE OF DESIGNATIONS")) OR ITS NOMINEE IN CUSTODY
FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRANSFER AGENT MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 14 OF THE CERTIFICATE OF
DESIGNATIONS, (II) THIS GLOBAL CERTIFICATE MAY BE EXCHANGED IN WHOLE BUT NOT IN
PART PURSUANT TO SECTION 14 OF THE CERTIFICATE OF DESIGNATIONS, (III) THIS
GLOBAL CERTIFICATE MAY BE DELIVERED TO THE TRANSFER AGENT FOR CANCELLATION
PURSUANT TO SECTION 13 OF THE CERTIFICATE OF DESIGNATIONS AND (IV) THIS GLOBAL
CERTIFICATE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
74
EXHIBIT C
FACE OF SECURITY
[Insert the applicable legend(s), if any, pursuant to Section 14(a), 14(e) 14(f)
and 14(g) of the Certificate of Designations]
Certificate Number: []
[] Shares
[144A/REG S/IAI] CUSIP No.: []
ISIN No.: []
Series A Preferred Stock (par value $0.01 per share)