As filed with the Securities and Exchange Commission on ~~February 20, 2002~~ November 4, 2011

Registration ~~No.333-76956 ================================================================================~~ No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549 ~~----------------------- AMENDMENT NO. 1 TO~~

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 ~~-----------------------~~

VAIL RESORTS, INC. ~~(Exact~~
(Exact name of registrant as specified in its charter) ~~Delaware 7990 51-0291762 (State~~

The subsidiary guarantors listed on Schedule A hereto.
(Exact name of incorporation Industrial Classification Identification or organization) Code Number) Number) ----------------------- 137 Benchmark Road Avon, Colorado 81620 (970) 845-2500 (Address,registrant as specified in its charter)

390 Interlocken Crescent
Broomfield, CO 80021
(303) 404-1800
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------------- See Table of Additional Registrants ----------------------- Martha D. Rehm, Esq. Senior

Fiona E. Arnold
Executive Vice President, ~~and~~ General Counsel ~~Vail Resorts, Inc. 137 Benchmark Road Avon, Colorado 81620 (970) 845-2500 (Name,~~and Secretary
390 Interlocken Crescent
Broomfield, CO 80021
(303) 404-1800
(Name, address, including zip code, and telephone number, including area code, of agent for service) ~~----------------------- Copy~~

Beau Stark
Robyn E. Zolman
Gibson, Dunn & ~~Reindel 80 Pine~~Crutcher LLP
1801 California Street ~~New York, New York 10005 (212) 701-3000 -----------------------~~
Denver, CO 80202-2642
(303) 298-5700

Approximate date of commencement of proposed ~~issuance~~sale of the securities to the public: As soon as practicable after this ~~Registration Statement~~registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ~~|_|~~o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~|_|~~o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~|_| -----------------------~~ o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrants hereby ~~amends~~amend this registration statement on such date or dates as may be necessary to delay its effective date until the ~~registrant~~registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until ~~the~~this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The following direct and indirect wholly-owned subsidiaries of Vail Resorts, Inc. will guarantee Vail Resorts, Inc.'s 6.50% Senior Subordinated Notes due 2019 and are co-registrants with Vail Resorts, Inc. under this registration statement. The address for each registrant's principal executive office is 390 Interlocken Crescent, Broomfield, CO 80021 and the telephone number for each registrant's principal executive office is (303) 404-1800.

~~Additional Registrants Exact name~~
Name	Jurisdiction of ~~registrant as State or other jurisdiction of Primary Standard Industrial~~ Formation

All Media Associates, Inc.	California	94-2791918
All Media Holdings, Inc.	Colorado	27-2635030
Arrabelle at Vail Square, LLC	Colorado	20-2754896
Booth Creek Ski Holdings, Inc.	Delaware	84-1359604
Beaver Creek Associates, Inc.	Colorado ~~71392~~	84-0677537
Beaver Creek Consultants, Inc.	Colorado ~~56151~~	84-0760348
Beaver Creek Food Services, Inc.	Colorado ~~72231~~	84-0815288
Bryce Canyon Lodge Company	Colorado	61-1557439
BCRP Inc.	Delaware	28-8085854
Breckenridge Resort Properties, ~~Colorado 531311 N/A~~ Inc. ~~Complete Telecommunications,~~	Colorado	72-1536646
The Chalets at the Lodge at Vail, LLC	Colorado	20-3948664
Colter Bay Café Court, LLC	Wyoming	20-8495546
Colter Bay Convenience Store, LLC	Wyoming	20-8495378
Colter Bay Corporation	Wyoming	83-0219238
Colter Bay General Store, LLC	Wyoming	20-8495450
Colter Bay Marina, LLC	Wyoming	20-8495498
Crystal Peak Lodge of Breckenridge, LLC	Colorado	20-5515731
Delivery Acquisition, Inc.	Colorado ~~7385 84-1533678 GHTV, Inc. Delaware 551112 39-1284459~~	26-3003368
Flagg Ranch Company	Colorado	27-5445444
Gillett Broadcasting, Inc.	Delaware ~~551112~~	37-0920781
Grand Teton Lodge Company	Wyoming ~~7211~~	83-0161154
Heavenly Valley, Limited Partnership	Nevada	88-0266125
Jackson Hole Golf & Tennis Club Snack Shack, LLC	Wyoming	20-8495582
Jackson Lake Lodge Corporation	Wyoming	83-0219237
Jenny Lake Lodge, Inc.	Wyoming	83-0279520
Jenny Lake Store, LLC	Wyoming	20-8495624
Jackson Hole Golf and Tennis ~~Wyoming 7997 N/A~~ Club, Inc.	Wyoming	83-0267212
JHL&S LLC	Wyoming ~~7211~~	83-0332983
Keystone Conference Services, Inc.	Colorado ~~72111~~	84-1075280
Keystone Development Sales, Inc.	Colorado ~~53121~~	43-1463384
Keystone Food ~~and~~& Beverage Company	Colorado ~~72231~~	84-0678950
Keystone Resort Property ~~Colorado 531311 84-0705922~~ Management Company ~~Larkspur Restaurant & Bar,~~	Colorado	84-0705922
La Posada Beverage Service, LLC ~~Colorado 7223 84-1510919~~	Delaware	20-1911061
Lodge Properties Inc.	Colorado ~~72111~~	84-0607010
Lodge Realty, Inc.	Colorado ~~53121~~	13-3051423
Lake Tahoe Lodging Company	Colorado	27-3213858
Mesa Verde Lodge Company	Colorado	20-8266270
Northstar Group Commercial Properties LLC	Delaware	84-1697136
Northstar Group Restaurant Properties, LLC	Delaware	26-2189728
National Park Hospitality Company	Colorado	20-8266177
One Ski Hill Place, LLC	Colorado	26-0720165
Property Management Acquisition ~~Tennessee 531311 62-1634422~~ Corp., Inc.	Tennessee	62-1634422
RCR Vail, LLC	Colorado	20-4190750
Rockresorts ~~Casa Madrona,~~Arrabelle, LLC ~~Delaware 7211 84-1606603~~	Colorado	20-8495265

Name	Jurisdiction of Formation

Rockresorts Cheeca, LLC	Delaware ~~7211~~	84-1606605
Rockresorts Cordillera Lodge Company, LLC	Colorado	20-2830375
Rockresorts DR, LLC	Delaware	27-0441796
Rockresorts Equinox, Inc.	Vermont ~~7211~~	06-1634157
Rockresorts Hotel Jerome, LLC	Colorado	20-8970216
Rockresorts International Management Company	Colorado	26-0664206
Rockresorts LaPosada, LLC	Delaware	84-1606604
Rockresorts, LLC	Delaware	75-2829919
Rockresorts Rosario, LLC	Delaware	84-1606602
Rockresorts Ski Tip, LLC	Delaware	26-1524744
Rockresorts Tempo,��LLC	Florida	20-8495128
Rockresorts Wyoming, LLC	Wyoming	86-1076452
Rockresorts International, LLC	Delaware ~~7211~~	84-1606606 ~~Rockresorts LaPosada,~~
Soho Development, LLC ~~Delaware 7211 84-1606604 Rockresorts~~	Colorado	33-1122548
SSI Venture LLC ~~Delaware 7211 75-2829919 Rockresorts Rosario,~~	Colorado	84-1466271
SSV Holdings, Inc.	Colorado	20-4078956
SSV Online Holdings, Inc.	Colorado	45-2582270
SSV Online LLC ~~Delaware 7211 84-1606602 Teton Hospitality~~	Wisconsin	45-2439605
Stampede Canteen, LLC	Wyoming ~~7211 83-0332997~~	20-8495900
Teton Hospitality Services, Inc.	Wyoming ~~7211~~	83-0332998
Trimont Land Company	California	94-1640750
The Vail Corporation	Colorado ~~71392~~	84-0601461 The Village at Breckenridge Tennessee 72111 62-1633660 Acquisition Corp., Inc. Vail Associates Consultants, Inc. Colorado 53121 84-0738502
Vail Associates Holdings, Ltd.	Colorado ~~53139~~	84-1214955
Vail Associates ~~Management Company~~ Investments, Inc.	Colorado ~~531311 84-1248614~~	84-1263682
Vail/Arrowhead, Inc.	Colorado	84-1253320
Vail/Beaver Creek Resort Properties, Inc.	Colorado	52-1479879
VAMHC, Inc.	Colorado	46-0486525
Vail Associates Real Estate, Inc.	Colorado ~~53121~~	84-1013094 Vail Food Services, Inc. Colorado 72231 84-0596378 Vail Holdings, Inc. Colorado 551112 84-0568230 Vail Resorts Development Company Colorado 23311 84-1242948 Vail Summit Resorts, Inc. Colorado 71392 43-1273996 Vail Trademarks, Inc. Colorado 541199 84-1253320 Vail/Arrowhead, Inc. Colorado 23311 84-1253319 Vail/Battle Mountain, Inc. Colorado 53139 84-1146997 Vail/Beaver Creek Resort Colorado 531311 52-1479879 Properties, Inc. VAMHC, Inc. Colorado 7211 N/A Vail RR, Inc. Colorado 7211 84-1606210
VA Rancho Mirage I, Inc.	Colorado ~~7211~~	84-1606209
VA Rancho Mirage II, Inc.	Colorado ~~7211~~	84-1606208
VA Rancho Mirage Resort, L.P.	Delaware ~~7211 78-2578150~~	75-2578150
Vail Food Services, Inc.	Colorado	84-0596378
Vail Holdings, Inc.	Colorado	84-0568230
Vail Hotel Management Company, LLC	Colorado	20-2759921
Vail Resorts Development Company	Colorado	84-1242948
Vail Resorts Lodging Company	Delaware	33-0999676
Vail RR, Inc.	Colorado	84-1606210
Vail Summit Resorts, Inc.	Colorado	43-1273996
Vail Trademarks, Inc.	Colorado	84-1253319
The Village at Breckenridge Acquisition Corp., Inc.	Tennessee	62-1633660
VR Acquisition, Inc.	California	27-3645934
VR Heavenly Concessions, Inc.	California	68-0501999
VR Heavenly I, Inc.	Colorado	33-1039478
VR Heavenly II, Inc.	Colorado	33-1039481
VR Holdings, Inc.	Colorado	84-1510033
Zion Lodge Company	Colorado	26-0610823

The information in this prospectus is not complete and may be changed. We may not ~~consummate~~complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these ~~notes~~securities and it is not soliciting an offer to ~~acquire~~buy these ~~notes~~securities in any ~~state~~jurisdiction where the offer or sale is not permitted.

Offer to Exchange ~~Offer for $160,000,000 Aggregate Principal Amount of 8 3/4%~~new 6.50% Senior Subordinated Notes due ~~2009 --------------------------------~~2019
that have been registered under the Securities Act of 1933
for any and all outstanding
6.50% Senior Subordinated Notes due 2019
(CUSIP Nos. 91879QAJ8 and U90984AD4)

This exchange offer will expire at 5:00 p.m., New York City time,
on , 2011, unless extended.

We are offering to exchange Vail Resorts, Inc.'s 6.50% Senior Subordinated Notes due 2019, which have been registered under the Securities Act of 1933, as amended (the "Securities Act") and which we refer to in this prospectus as the "exchange notes," for any and all of Vail Resorts, Inc.'s 6.50% Senior Subordinated Notes due 2019 issued on April 25, 2011, which we refer to in this prospectus as the "outstanding notes." The term "Notes" refers to both the outstanding notes and the exchange notes. We refer to the offer to exchange the exchange notes for the outstanding notes as the "exchange offer" in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense. ~~------------------------------------- The date~~

You should rely only on the information contained in this ~~prospectus is February , 2002.~~ ~~TABLE OF CONTENTS Page Notice~~prospectus. We have not authorized anyone to United Kingdom Residents...........................................i Where You Can Find More Information..........................................i Forward-Looking Statements..................................................ii Prospectus Summary...........................................................1 Summary Consolidated Financial and Operating Data...........................14 Risk Factors................................................................17 Use of Proceeds.............................................................25 Capitalization..............................................................26 The Exchange Offer..........................................................27 Description of Notes........................................................38 Description of Certain Indebtedness.........................................76 Plan of Distribution........................................................78 Certain Federal Income Tax Considerations...................................79 Legal Matters...............................................................83 Independent Public Accountants..............................................83 Theprovide you with any information or represent anything about us, our financial results or this exchange offer that is not ~~being~~contained in this prospectus. If given or made, any such other information or representation should not be relied upon as having been authorized by us. We are not making an offer to ~~nor will we accept surrenders for~~sell these exchange ~~from, holders of outstanding~~ notes in any jurisdiction ~~in which~~where the ~~exchange~~ offer or ~~the acceptance thereof would~~sale is not be in compliance with the securities or blue sky laws of such jurisdiction. NOTICE TO UNITED KINGDOM RESIDENTS The notes will not be offered or sold to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. This prospectus may only be issued or passed on in or into the United Kingdom to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemption) Order 1996 or after 30 November 2001, in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, or is a person to whom such document may otherwise lawfully be issued or passed on. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The Exchange Act file number for our Commission filings is 001-09614. You may read and copy any document we file at the Commission public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the Commission at 1-800-SEC-0330. We file information electronically with the Commission. Our Commission filings are available from the Commission's Internet site at http://www.sec.gov, which -i- contains reports, proxy and information statements, and other information regarding issuers that file electronically. The Commission allows us to "incorporate by reference" certain documents we file with it, which means that we can disclose important information to you by referring you to those documents. We are incorporating by reference the documents listed below and any future filings we will make with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. o Annual Report on Form 10-K for the year ended July 31, 2001; o Quarterly Report on Form 10-Q for the period ended October 31, 2001, filed on December 13, 2001; and o Proxy Statement on Schedule 14A for the fiscal 2001 Annual Meeting of Shareholders. permitted.

The information in ~~the documents incorporated by reference is considered to be part of~~ this prospectus is current only as of the date on its cover, and may change after that date. The information in ~~documents that we file later with the Commission will automatically update and supersede such information. Any statement contained in a~~any document ~~incorporated or deemed to by~~ incorporated by reference in this prospectus is ~~modified or superseded for purposes~~current only as of the date of any such document. For any time after the cover date of this prospectus, towe do not represent that our affairs are the ~~extent~~same as described or that ~~a statement contained~~the information in this prospectus is correct—nor do we imply those things by delivering this prospectus or inissuing exchange notes to you.


HELPFUL INFORMATION		i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		i
WHERE YOU CAN FIND MORE INFORMATION		iii
INCORPORATION BY REFERENCE		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		9
RATIO OF EARNINGS TO FIXED CHARGES		22
USE OF PROCEEDS		23
THE EXCHANGE OFFER		24
DESCRIPTION OF THE NOTES		33
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		70
PLAN OF DISTRIBUTION		76
LEGAL MATTERS		77
EXPERTS		77

As used throughout this prospectus, unless the context otherwise requires or indicates:

Except for any ~~other subsequently filed document which also is~~historical information contained or ~~is deemed to be~~ incorporated by reference herein, ~~modifies or supersedes such statement. Any statement so modified or superseded does not, except as so modified or superseded, constitute a part of~~the matters discussed in this ~~prospectus. We will provide a copy of~~prospectus and the documents ~~we incorporate~~incorporated by reference at no cost, to any person who receives this prospectus, including any beneficial owner of our common stock. To request a copy of any or all of these documents, you should write or telephone us at the following address and telephone number: Vail Resorts, Inc. Post Office Box 7 Vail, Colorado 81658 Telephone: (970) 845-2500 Attention: Investor Relations http://www.vailresorts.com To obtain timely delivery, you must make your request no later than , 2002 (five business days prior to the expiration date for the exchange offer). FORWARD-LOOKING STATEMENTS This prospectus includes and incorporates by referenceherein contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet ~~-ii-~~ determinable. These statements also relate to our future prospects, developments and business strategies.

These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and similar terms and phrases, including references to assumptions. ~~These statements are contained in sections entitled "Prospectus Summary," "Risk Factors" and other sections of this prospectus, and in the documents incorporated by reference in this prospectus.~~ Although we believe that our

plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that such plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from our forward-looking statements include, but are ~~set forth below~~not limited to:

All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. ~~Our risks are more specifically described in "Risk Factors" and in our Annual Report on Form 10-K, which is incorporated by reference in this prospectus.~~

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected, estimated or projected. ~~We will~~Given these uncertainties, users of the information included in and incorporated by reference into this prospectus, including investors and prospective investors, are cautioned not to place undue reliance on such forward-looking statements. Actual results may differ materially from those suggested by the forward-looking statements that we make for a number of reasons, including those described under "Risk Factors" in this prospectus. All such forward-looking statements are made only as of the date hereof. Except as may be required by law, we do not intend to update these forward-looking statements, even if new information, future events or other circumstances have made them incorrect or misleading. ~~-iii-~~ ~~PROSPECTUS SUMMARY The following summary is qualified in its entirety by,~~

Vail files annual, quarterly and ~~should be read in connection~~special reports and other information with the ~~more detailed~~SEC. Vail's SEC filings are available to the public over the Internet at the SEC's website at http://www.sec.gov. Unless specifically listed below, the information contained on the SEC website is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus. You may also read and copy any document Vail files with the SEC at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

We make available free of charge on or through our Internet website, http://www.vailresorts.com, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our Internet website is not part of this prospectus and does not constitute a part of this prospectus.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide without charge to each person to whom a copy of this prospectus has been delivered, who makes a written or oral request, a copy of this information and ~~consolidated financial~~any and all of the documents referred to herein, including the registration rights agreement and indenture for the Notes, which are summarized in this prospectus, by request directed to Vail Resorts, Inc., 390 Interlocken Crescent, Broomfield, Colorado, 80021, Attention: Investor Relations.In order to ensure timely delivery, you must make such request no later than five business days before the expiration of the exchange offer.

We "incorporate by reference" in this prospectus the following documents that we have previously filed with the SEC. This means that we are disclosing important information to you without actually including the specific information in this prospectus by referring you to other documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Information that we later provide to the SEC, and which is deemed "filed" with the SEC, will automatically update information previously filed with the SEC, and may replace information in this prospectus and information previously filed with the SEC:

We also incorporate by reference each of the documents that we file with the SEC (excluding those filings made under Item 2.02 or 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit, or other information furnished to the SEC) under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act on or after the date of the initial registration statement and prior to effectiveness of the registration statement and on or after the date of this prospectus and prior to the completion of the exchange offer. Any statements ~~(including~~made in such documents will automatically update and supersede the ~~notes thereto) appearing elsewhere~~information contained in orthis prospectus, and any statements made in this prospectus update and supersede the information contained in past SEC filings incorporated by reference into this prospectus. ~~The terms "Vail," "the Company," "we," "us"~~

This summary contains basic information about us and ~~"our" as used~~this exchange offer. Because it is a summary, it does not contain all of the information that you should consider before participating in the exchange offer. You should read this entire prospectus ~~refer to~~carefully, including the section entitled "Risk Factors" and our consolidated financial statements and the notes thereto incorporated by reference herein before making an investment decision.

Vail Resorts, Inc. ~~and its subsidiaries and predecessors~~, a Delaware corporation, was organized as a ~~combined entity, except where it is clear from the context that such term means only the parent company.~~public holding company in 1997 and operates through various subsidiaries. Our ~~fiscal year end is July 31. Unless otherwise specified, "ski season" shall mean the period from the opening of any~~operations are grouped into three business segments: Mountain, Lodging and Real Estate, which represented approximately 65%, 18% and 17%, respectively, of our ~~mountains~~net revenue for ~~skiing to the closing of our last mountain for skiing, typically late October to early May,~~Fiscal 2011. Our Mountain segment operates six world-class ski resort properties as well as ancillary services, primarily including ski school, dining and "skier visit" shall mean one guest accessing a ski mountain for all or any part of a day or night and includes both paid and complimentary tickets and ski passes. "Beaver Creek" and other designated trademarks are registered trademarks of Vail Resorts, Inc. The Company Vail Resorts is one of the leading resort operators in North America. Through our premier properties weretail/rental operations, which provide a comprehensive resort experience ~~throughout the year~~ to a diverse clientele with an attractive demographic profile. ~~Included within~~Our Lodging segment owns and/or manages a collection of luxury hotels under our ~~resort portfolio are four owned~~RockResorts brand, as well as other strategic lodging properties and ~~operated mountain resorts~~a large number of condominiums located in the Colorado Rocky Mountains: o Vail Mountain-- the largest and most popular single ski mountain complex in North America; o Beaver Creek Resort-- one of the world's premier family-oriented mountain resorts; o Breckenridge Mountain-- an attractive destination resort with numerous apres-ski activities and an extensive bed base; and o Keystone Resort -- a year-round family vacation destination. We are one of the most profitable mountain resort operators dueproximity to the following competitive strengths: o ownership of premium resorts; o attractive guest demographics; o strong brand franchise; o scope, diversity and quality of our complementary activities and guest services; and o proximity of our ski resorts, ~~to both Denver International Airport and Vail/Eagle County Airport. -1-~~ ~~All of our ski resorts were rated among~~ the top twelve ski resorts in North America in SKI Magazine's October 2001 readers survey, with Vail Mountain rated as the number two ski resort destination in North America. We had an 8.7% share of skier visits in the United States for the 2000-01 ski season, with an 8.3% increase in skier visits at our four ski resorts from the 1999-00 ski season. In addition, Vail, Breckenridge and Keystone were the three most visited ski resorts in the United States for the 2000-01 ski season. Our ski resorts are located within 50 miles of each other, which enables us to offer guests the opportunity to visit each ski resort during one vacation stay and participate in common loyalty programs. We also own leading non-ski destination resorts and hotels and operate a premier hospitality management company: o Grand Teton Lodge Company, ~~-- premier summer resort properties in and around~~which operates three destination resorts at Grand Teton National Park, ~~in Wyoming;~~Colorado Mountain Express, a resort ground transportation company, and o Rockresorts International, LLC -- a luxury hotel management company currently with 10 properties under management. We also own substantial real estate proximate to our resorts from which we derive significant strategic benefitsgolf courses. Collectively, the Mountain and ~~cash flow. In addition, we develop and sell technology-based products and services for~~Lodging segments are considered the ~~hospitality and resort industries. For the quarter ended October 31, 2001, our revenue from resort operations and~~ Resort EBITDA was $57.4 million and a loss of $24.6 million, respectively. It is normal for us to experience losses in resort operations in our first fiscal quarter due to the seasonal nature of our business. For the quarter ended October 31, 2001, our revenue from real estate operations and technology operations was $15.9 million and $1.1 million, respectively. Resort,segment. Our Real Estate &Technology Resort Vail Mountain Located 100 miles west of Denver, Vail is the largest and most popular single ski mountain complex in North America, offering over 5,200 acres of unique and varied ski terrain interconnected by a large network of high-speed chairlifts. Vail's offerings include the world-famous Back Bowls, a top rated ski and snowboard school and a wide variety of lodging, dining and retail venues. Over the past two years, we have made significant investments in capital improvements, primarily to open Blue Sky Basin, which increased Vail's skiable terrain by approximately 645 acres, as well as to renovate The Lodge at Vail and to fund the expansion and upgrade of Vail's snowmaking systems and grooming equipment. Vail hosted the 1999 and 1989 World Alpine Ski Championships, the first time a North American ski resort has been selected to host this prestigious event twice. For ten of the last fourteen years, Vail has been rated the number one ski resort in North America by SKI Magazine. Vail was the most visited ski resort in the United States for the 2000-01 ski season, attracting in excess of 1.6 million skier visits. -2- Beaver Creek Resort Located ten miles west of Vail, Beaver Creek is one of the world's premier family-oriented mountain resorts, offering its guests a superior level of service in a pristine alpine setting. Known for its unique diversity, European-style village-to-village skiing, exceptional snow quality and an award-winning ski and snowboard school, Beaver Creek offers more than 1,600 acres of skiable terrain, and operates 13 lifts connecting the Beaver Creek, Bachelor Gulch and Arrowhead villages. We have a significant presence of retailing and dining options in Beaver Creek Village and also own and operate two hotels, the Inn at Beaver Creek and The Pines Lodge. In addition, a joint venture, of which we are a partner, has recently commenced the construction of the Ritz-Carlton, Bachelor Gulch, which will be a 5-star hotel with 238 rooms and 23 luxury condominium residences, providing further high-end lodging options for our destination guests. This premier property is scheduled to open in the 2002-03 ski season. Beaver Creek has become one of the most popular resorts in the United States, attracting in excess of 675,000 skier visits in the 2000-01 ski season, its best ski season in its 20 year history. Beaver Creek was rated the number six ski resort in North America in SKI Magazine's October 2001 readers survey. Breckenridge Mountain Located approximately 85 miles west of Denver and 40 miles east of Vail, Breckenridge offers over 2,000 acres of skiing on four different mountain peaks, including open bowl skiing and excellent beginner and intermediate ski terrain. The Town of Breckenridge, situated adjacent to the ski area, has numerous apres-ski activities and an extensive and growing bed base, making it an attractive destination resort for national and international skiers. Since acquiring Breckenridge in 1997, we have made significant capital improvements to the resort, including one high-speed double loading six passenger chairlift, two high-speed quadruple chairlifts, a 50% increase in snowmaking capacity, and the opening of the first new on-mountain restaurant at Breckenridge in more than 12 years. We own and operate two lodging properties in the Town of Breckenridge--The Great Divide Lodge, which has undergone a substantial renovation, and the Village at Breckenridge, a resort property that includes lodging, condominiums and commercial space and serves as the primary portal to Breckenridge Mountain. With more than 1.4 million skier visits, Breckenridge was second only to Vail in terms of skier visits during the 2000-01 ski season. Breckenridge was rated the tenth most popular ski resort in North America in SKI Magazine's October 2001 readers survey. Keystone Resort Located 70 miles west of Denver and 15 miles from Breckenridge, Keystone features over 1,850 acres of skiing on three mountains interconnected by a network of 22 lifts, including two high-speed gondolas, one high speed six passenger chairlift and six high-speed quadruple chairlifts. Keystone has a large and advanced snowmaking system, which provides snowmaking coverage for more than 50% of its skiable terrain and which enables Keystone to be one of the first Rocky Mountain ski resorts to open each ski season and one of the last to close. As the largest single-mountain night skiing experience in North America, with 17 lighted trails including a halfpipe and terrain park, Keystone provides a 12.5-hour ski day. Keystone is a planned family-oriented community that offers numerous year-round activities and amenities, such as the Keystone Conference Center, where capacity was recently doubled, and The River Course, Keystone's second golf course, which opened in -3- 2000. During the 2000-01 ski season, Keystone attracted more than 1.2 million skier visits, the third most visited ski resort in the United States. Keystone was rated the twelfth most popular ski resort in North America in SKI Magazine's October 2001 readers survey. Grand Teton Lodge Company Based in the Jackson Hole valley in Wyoming, Grand Tetonsegment owns and ~~operates four premier summer seasonal destination resort properties~~develops real estate in and around ~~Grand Teton National Park. Within~~our resort communities.

The summary below describes the park, we operate the Jackson Lake Lodge, a full-service 385-room lodge with conference facilities that can accommodate up to 650 people; the Jenny Lake Lodge, a AAA four-diamond 37-cabin lodge; and Colter Bay Village, a family-oriented facility with 166 log cabins as well as extensive camping and recreational facilities. Outside the park, we own and operate the Jackson Hole Golf and Tennis Club, which has the number one rated golf course (by Golf Digest magazine) in the State of Wyoming. We also operate and have a majority ownership interest in Snake River Lodge & Spa, which has 95 deluxe hotel rooms and 75 luxury condominium bedrooms. Located in Teton Village, Snake River Lodge operates year-round due to its desirable location at the baseprincipal terms of the Jackson Hole ski area. Rockresorts International We recently completed the acquisition of a majority interest in Rockresorts International, a luxury resort hotel management company. In connection with this acquisition, we have secured contracts to manage five leading resort hotels across the United States: the Cheeca Lodge in the Florida Keys, The Equinox in Manchester Village, Vermont, La Posada Resort & Spa in Sante Fe, New Mexico, Rosario Resort in the San Juan islands and Casa Madrona in Sausalito, California. We have also flagged and manage six of our existing hotels under the Rockresorts brand: The Great Divide Lodge in Breckenridge, The Lodge at Vail, The Keystone Lodge, The Pines Lodge in Beaver Creek, the Snake River Lodge & Spa and the Lodge at Rancho Mirage. We believe Rockresorts provides a powerful brand name that we can leverage across our existing hotel portfolio and will create additional hotel management opportunities. The Lodge at Rancho Mirage We recently completed the acquisitionexchange offer. Certain of the ~~Ritz-Carlton, Rancho Mirage, a four-star hotel located in the Palm Springs area~~terms and conditions described below are subject to important limitations and exceptions. The sections of ~~California. With its variety of luxury amenities, including a full service spa, salon~~this prospectus entitled "The Exchange Offer" and fitness center, outdoor swimming pool, three restaurants and 12,000 feet of meeting space, the Rancho Mirage caters to the same attractive demographic profile as our ski properties, thereby offering numerous cross-selling opportunities. The hotel has been renamed the Lodge at Rancho Mirage and re-flagged under our Rockresorts brand, expanding our portfolio of premier Rockresorts hotels. Vail Marriott Mountain Resort We acquired the Vail Marriott Mountain Resort from Host Marriott Corporation in December 2001. The Vail Marriott, which we operate, is located 150 yards from Vail's gondola and is the largest hotel in the Vail Valley with 349 rooms and amenities, which include a restaurant and bar, over -4- 16,500 square feet of meeting space, indoor and outdoor pools, a full service spa, a 3,600 square foot fitness center, four tennis courts, and over 4,500 square feet of retail space. Real Estate We also benefit from our extensive holdings of real property in proximity to our resorts. Our real estate operations include the planning, oversight, marketing, infrastructure improvement and development of our real property holdings. As of October 31, 2001, the book value of our real estate held for sale was approximately $173.0 million. In addition to the substantial cash flow generated from real estate sales, our resort operations benefit from these development activities through: o the creation of additional resort lodging which is available to our guests; o the ability to control the architectural theming of our resorts; o the creation of unique facilities and venues which provide us with the opportunity to create new sources of recurring revenue; and o the expansion of our property management and brokerage operations, which are the preferred providers of these services for developments on our land. In order to facilitate the development and sale of its real estate holdings, Vail Resorts Development Company, a wholly owned subsidiary"Description of the ~~Company, also invests in mountain improvements such as ski lifts, snowmaking equipment and trail construction. These mountain improvements enhance the value~~Notes" contain a more detailed description of the ~~real estate held for sale~~terms and also benefit resort operations. Generally, we seek to minimize our exposure to development risks and maximize the long-term value of our real property holdings by selling land to third party developers for cash payments prior to the commencement of construction, while retaining approvalconditions of the development plans as well as an interest in the developer's profit. We also typically retain the option to purchase any commercial space created in a development. We are able to secure these benefits from third party developers as a result of the high property values and strong demand associated with property in close proximity to our world-class mountain resort facilities. Technology In addition, we develop and sell technology-based products and services for the hospitality and resort industries. We own a 51% ownership interest in Resort Technology Partners LLC, which develops and sells, among other products, a comprehensive proprietary point-of-sale system tailored to the needs of resort companies. We also have a 49% equity investment in Lowther Ltd., a joint venture with Datalex plc, a leading provider of e-business solutions for the global travel industry. Business Strategy Internal Growth Initiatives. A key component of the business strategy for our mountain resorts has been to expand and enhance our core ski operations, while at the same time increasing the scope, diversity and quality of the complementary activities and services offered to our skiing -5- and non-skiing guests throughout the year. Our resorts derive revenue through a combination of activities available to guests, including lift ticket sales, ski and snowboard lesson packages, a large inventory of resort accommodations, retail and equipment rental outlets, a variety of dining venues, meeting and event planning services and other recreational activities such as golf, tennis, horseback riding, guided fishing, float trips, and on-mountain activities centers. As a result of this strategy, non-lift ticket revenue as a percentage of total Resort revenue has increased to approximately 70% of total Resort revenue in fiscal 2001, as compared to 52% in fiscal 1996. Our focus on developing a comprehensive destination resort experience has also allowed us to attract a diverse guest population with an attractive demographic and economic profile, including a significant number of affluent and family-oriented destination guests, who tend to generate higher and more diversified revenues per guest than day skiers from local population centers. While our Resort revenue per skier visit is currently among the highest in the industry, we estimate that we currently capture only a portion of the total vacation expenditures of an average destination guest at our resorts. In connection with this strategy, we have completed numerous internal growth initiatives over the past several years to add new attractions and improve on-mountain facilities, including: o the addition of Vail's new Blue Sky Basin, 645 acres of natural, gladed ski terrain serviced by four high-speed quadruple chairlifts; o the opening of The River Course at Keystone, Keystone's second 18-hole championship golf course; and o the development of the Red Sky Ranch golf community, located approximately 10 miles west of Beaver Creek, which will include 87 homesites and two championship golf courses. We will also continue to enhance our existing hotel portfolio by completing selective capital improvements on room upgrades and adding hotel facilities, such as spas, meeting rooms, restaurants and other amenities. These expenditures are designed to enhance the overall guest experience, thereby enabling us to increase occupancy rates and average room rates and improve operations. Selective Acquisitions of New Resorts and Properties. We will continue to seek potential acquisitions of additional ski and other destination resorts and properties, which we believe can be successfully integrated into our existing operations, enhance our ability to attract destination guests to all of our resorts and benefit from our capital investment and management expertise. Our 1997 acquisition of Breckenridge and Keystone exemplifies this strategy. We believe we have successfully broadened the appeal of these resorts to destination guests and improved their operating performance through capital investment, coordinated marketing, improved central reservations and common, four-resort lift tickets. We have also realized efficiencies in our purchasing, information systems, accounting and legal areas by sharing these functions across all of our resorts. With our acquisition of Grand Teton in 1999, we capitalized on an opportunity to further leverage our hospitality, dining, retail and recreation expertise while geographically diversifying our re- -6- sort operations to the state of Wyoming. Furthermore, with its peak season from the late Spring to early Fall, Grand Teton has also significantly increased our summer Resort revenue. We will also continue to selectively acquire hotel properties proximate to our resorts that we believe allow us to broaden our participation in the services available to our guests, increase our ability to offer "package" vacation products and, with respect to our ski resorts, increase Resort revenue per skier visit. The recent acquisition of the Vail Marriott reflects our implementation of this strategy. Expanding Hospitality Business. The personal creation of Laurence Rockefeller in the 1950s, Rockresorts is one of the most storied resort brands in the United States. We believe that leveraging this powerful brand name will enable superior cross-marketing and form the basis for building a luxury resort hospitality business. Our 11 hotel properties currently under Rockresorts management provide us with a coast-to-coast presence, with 1,742 rooms in the aggregate. We believe the acquisition of Rockresorts provides us with an excellent platform for further national and international expansion of our hospitality business either through third party management contracts, management contracts secured with minority equity investments or direct property ownership. Future expansion of our hospitality business will be focused on identifying properties that exhibit superior attributes consistent with the positioning of the Rockresorts brand, including desirable locations, attractive guest demographic profiles and reputation for high quality guest services. Our principal executive offices are located at 137 Benchmark Road, Avon, Colorado 81620 and our telephone number is (970) 845-2500. -7- Notes.

The terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions, registration rights and Additional Interest provisions applicable to the outstanding notes will not apply to the exchange notes. The following is a summary of the principal terms of the exchange notes. A more detailed description is contained in the section "Description of the Notes" in this prospectus.

Investing in the exchange notes involves various risks, including the risks described below and in the documents we incorporate by reference herein. You should carefully consider these risks and the other information contained and incorporated by reference in this registration statement before deciding to invest in the exchange notes. ~~-13-~~ SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA The summary historical data for the fiscal years 1997, 1998, 1999, 2000 and 2001 is derived from actual audited results for such years. On September 1, 1997, we changed our fiscal year end from September 30 to July 31. Accordingly, our fiscal year 1998 ended on July 31, 1998 and consisted of ten months. See the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and our consolidatedOur business, financial statements and the notes thereto included in our Annual Report on Form 10-K incorporated by reference herein. The summary historical data for the three months ended October 31, 2001 and 2000 is derived from our unaudited consolidated financial statements, which included all adjustments management considers necessary to present fairly the financial results for this interim period. All of these adjustments were of a normal recurring nature. Thecondition or results of ~~such interim periods are not necessarily indicative of results to~~operations could be expected for the full year due to the highly seasonal nature of our business (which ordinarily produces losses for the first and fourth quarters). See "Risk Factors--Our business is seasonal in Nature."
Fiscal Fiscal Three Three Ten Year Months Months Months Ended Ended Ended Ended September October October Fiscal Year Ended July 31, July 31, 30, 31, 31, 2001 2000 1999 1998 1997 2001 2000 ----------- -------- ----------- ---------- --------- ------- -------- (Unaudited) (In thousands, except per share, per skier visit, percentage and ratio data) Statement of Operations Data: Revenues: Resort---------------- $520,762 $499,415 $431,788 $336,547 $259,038 $57,421 $60,708 Real estate----------- 35,243 51,684 43,912 73,722 71,485 15,850 8,976 Technology------------ 3,274 1,960 -- -- -- 1,059 743 --------- -------- -------- -------- -------- ------- ------- Total revenues------ 559,279 553,059 475,700 410,269 330,523 74,330 70,427 Operating expenses: Resort---------------- 402,662 386,637 345,687 222,201 177,378 81,973 79,331 Real estate----------- 22,971 42,066 34,386 62,619 66,307 9,539 4,309 Technology------------ 5,046 1,676 -- -- -- 1,123 622 Depreciation and amortization---------- 65,167 61,435 53,256 36,838 34,044 15,362 15,643 --------- -------- -------- -------- -------- ------- ------- Total operating expenses------------ 495,846 491,814 433,329 321,658 277,729 107,997 99,905 --------- -------- -------- -------- -------- ------- ------- Income (loss) from operations--------------- 63,433 61,245 42,371 88,611 52,794 (33,667) (29,478) Net income (loss)-------- 18,700 15,338 12,791 41,018 19,698 (24,420) (21,181) Diluted net income (loss) per Common $0.53 $0.44 $0.37 $1.18 $0.64 $(0.70) $(0.61) Share--------------- Other Data: Resort Resort EBITDA (1)----- $118,100 $112,778 $86,101 $114,346 $81,660 $(24,552) $(18,623) Resort EBITDA margin-- 22.7% 22.6% 19.9% 34.0% 31.5% (42.8)% (30.7)% Skier visits (2)------ 4,975 4,595 4,606 4,717 4,273 10 8 Resort revenue per skier visit (3)------- $98.65 $102.35 $91.16 $71.35 $60.62 Real Estate Real estate operating income (4)------------ 12,272 9,618 9,526 11,103 5,178 6,311 4,667 Real estate held for sale and investment 159,177 147,172 152,508 138,916 154,925 172,962 152,364 (5)----------------- -14- Technology Technology operating income (loss)------- (1,772) 284 -- -- -- (64) 121 Total EBITDA (6)--------- 128,600 122,680 95,627 125,449 86,838 (18,305) (13,835) Resort capital expenditures (7)--------- 57,814 77,656 65,168 80,454 51,020 21,173 16,612 Total debt to Resort EBITDA------------------- 3.29 3.50 4.62 2.48 3.25 Resort EBITDA to interest expense--------- 3.69 3.21 3.43 6.43 4.02 Resort EBITDA to pro forma interest expense 2.93 (8)---------------------- Total debt to Total 3.02 3.21 4.16 2.26 3.05 EBITDA------------------- Total EBITDA to interest expense------------------ 4.01 3.49 3.80 7.05 4.28 Total EBITDA to pro forma interest expense 3.19 (8)---------------------- Ratio of earnings to fixed charges (9)-------- 1.77 1.61 1.71 4.85 2.62 Pro forma ratio of earnings to fixed 1.48 charges (10)------------- Balance Sheet Data (at period end): Total assets---------- 1,180,965 1,127,818 1,089,239 912,122 855,949 1,194,367 1,143,742 Long-term debt (including current maturities)--------- 388,380 394,235 398,186 284,014 265,062 418,166 422,030 Stockholders' equity-- $519,171 $493,755 $476,775 $462,624 $405,666 $494,894 $475,405
- ----------------------- (1) Resort EBITDA (earnings before interest expense, income tax expense, depreciation and amortization) is defined as revenues from resort operations less resort operating expenses. Resort EBITDA is not a term that has an established meaning under generally accepted accounting principles ("GAAP"), and it might not be comparable to similarly titled measures reportedmaterially adversely affected by other companies. We have included the information concerning Resort EBITDA because our management believes it is an indicative measure of a resort company's operating performance and is generally used by investors to evaluate companies in the resort industry. Resort EBITDA does not purport to represent cash provided by operating activities, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. For information regarding our historical cash flows from operating, investing and financing activities, see our consolidated financial statements included elsewhere in this prospectus. (2) A skier visit represents one guest accessing a ski mountain for all or any part of a day or night and includes both paid and complimentary tickets and ski passes. (3) Resort revenue per skier visit excludes revenue generated by Grand Teton Lodge Company and Snake River Lodge & Spa from the calculation because those business do not support any of our ski areas. (4) Real estate operating income is defined as revenue from real estate operations less real estate costs and expenses, which include selling and holding costs, operating expenses, and an allocation of the land, infrastructure, mountain improvement and other costs relating to property sold. Real estate costs and expenses exclude charges for depreciation and amortization, as we have determined that the portion of those expenses allocable to real estate is not significant. (5) Real estate held for sale and investment includes all land, development costs and other improvements associated with real estate held for sale and investment, as well as investments in real estate joint ventures. (6) Total EBITDA represents earnings before interest expense, income tax expense, depreciation and amortization. EBITDA is presented because management believes it provides useful information regarding a company's ability to incur and service debt. EBITDA should not be considered in isolation or as a substitute for net income or cash flows prepared in accordance with GAAP, nor should it be used as a measure of our profitability or liquidity. (7) We typically categorize approximately $25 million to $35 million per calendar year of total resort capital expenditures as maintenance capital expenditures. -15- (8) Pro forma interest expense gives effect to the offering of the notes and the repayment of indebtedness under our old credit facility (which may be reborrowed) with the proceeds thereof as if it occurred on July 31, 2001. Pro forma interest expense does not give effect to the interest rates in effect under the Credit Facility, see "Description of Certain Indebtedness." (9) The ratio of earnings to fixed charges represents the number of times fixed charges were covered by pre-tax earnings before provision for interest expense. Fixed charges consist of interest expense, capitalized interest, amortization of debt issuance costs, and a portion of the operating lease expense deemed to be representative of the interest factor. The ratio is not presented for the three months ended October 31, 2001 and 2000 as the ratio is negative for these periods due to the seasonal nature of the Company's business and is not indicative of results to be expected for a full fiscal year. (10) The pro forma ratio of earnings to fixed charges incorporates the use of pro forma interest expense described in (8) in the calculation of the ratio of earnings to fixed charges. -16- RISK FACTORS You should carefully consider the following factors and other information in this prospectus before deciding to invest in the notes. We are highly leveraged. At October 31, 2001, we had $418.2 million of indebtedness, representing approximately 45.8% of our total capitalization. See "Capitalization." Furthermore, subject to certain restrictions in our Credit Facility and the indenture governing the notes and the existing notes, we, along with our subsidiaries, may incur additional indebtedness from time to time to finance acquisitions, provide for working capital or capital expenditures or for other purposes. Our high level of indebtedness could have important consequences to you, including limiting our ability to: o obtain additional financing for acquisitions, working capital, capital expenditures or other purposes; o use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to make principal payments and fund debt service; o borrow additional funds or dispose of assets; o compete with others who are not as highly leveraged; and o react to changing market conditions, changes in our industry and economic downturns. We currently expect that we will be able to service our indebtedness out of cash flow from operations. If we are unable to generate sufficient cash flow to meet our debt service obligations, we will have to pursue one or more alternatives, such as reducing or delaying capital expenditures, refinancing debt, selling assets or raising equity capital. Each of these alternatives is dependent upon financial, business and other general economic factors that affect us, many of which are beyond our control. We cannot assure you that any of these ~~alternatives~~risks. In any such case, the trading price of the exchange notes could ~~be accomplished on satisfactory terms~~decline and you could lose all or ~~that they would yield sufficient funds~~part of your investment.

We are subject to the ~~notes. While we believe that our cash flow from operations will provide an adequate source~~risk of ~~long-term liquidity, a significant drop~~prolonged weakness in ~~operating cash flows resulting from~~general economic conditions ~~competition~~including continued adverse affects on the overall travel and leisure related industries.

Conditions currently present or other uncertainties beyond our control would increase the need for alternative sources of liquidity. See the "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources" section of our Annual Report on Form 10-K incorporated by reference herein. Our future growth requires additional capital whose availability is not assured. We intend to make significant investments in our resorts to maintain our competitive position. We spent approximately $57.8 million and $77.7 millionrecently present in the fiscal years ended July 31, 2001 and 2000, respectively, on resort capital expenditures and expect to continue making substantial resort capital expenditures. We could finance future expenditures from anyeconomic environment including high unemployment, erosion of ~~the following sources: -17-~~ o cash flow from operations; o bank borrowings; o public offerings of debt or equity; o private placements of debt or equity; or o some combination of the above. We might not be able to obtain financing for future expenditures on favorable terms. Our recent or future acquisitions might not be successful. In recent years, we have acquired several major ski resorts and other destination resorts and hotel properties, including the Ritz-Carlton, Rancho Mirage, the Vail Marriott and a number of real estate developments. Although we believe we have enhanced our earnings and achieved cost savings by integrating these acquisitions into our operations, we cannot assure you that we will be able to continue this successful integration, manage these acquired properties profitably or increase our profits from these operations. We continually evaluate and are currently evaluating potential acquisitions and intend to actively pursue acquisition opportunities, some of which could be significant. We would face various risks from additional acquisitions, including: o inability to integrate acquired businesses into our operations; o potential goodwill impairment; o diversion of our management's attention; and o unanticipated problems or liabilities. These problems from future acquisitions could adversely affect our operationsconsumer confidence and financial ~~performance. Terrorist acts upon~~instability in the global markets, including any impact from the downgrade of credit ratings assigned to obligations of the United States, ~~could~~may potentially have ~~a material adverse effect~~negative effects on ~~us. The terrorist acts carried out against~~ the ~~United States on September 11, 2001 have had an adverse effect on the global~~ travel and leisure ~~industry. We cannot guarantee if or when normal travel~~industry and vacation patterns will resume. Furthermore, additional terrorist acts against the United States and the declaration of war by the United States could result in further degradation of discretionary travel upon which our operations are highly dependent. Such degradation could have a material adverse impact on our results of operations. ~~Due~~As a result of these and other economic uncertainties, we have experienced and may continue to experience, among other items a change in booking trends such that guest reservations are made much closer to the ~~revenue cancellations~~actual date of stay, a decrease in the length of stay and ~~shortfalls relating to September 11th~~a decrease in group bookings. We cannot predict at what level these trends will continue, worsen or improve and the ~~weak economy, Resort EBITDA for~~ultimate impact it will have on our future results of operations. Additionally, the ~~first quarter~~third party owners of ~~fiscal 2002 was less than Resort EBITDA in the first quarter of fiscal 2001. As of the date of this prospectus,~~RockResorts properties we ~~anticipate that Resort EBITDA for fiscal 2002, excluding fiscal 2002 acquisitions, will be less than fiscal 2001 Resort EBITDA. -18-~~ Our future development might not be successful. We have significant development plans for our resort and real estate operations. We could experience significant difficulties completing these projects, including: o delays in completion; o inaccurate cost estimates; o difficulty in receiving the necessary regulatory approvals; or o we may not benefit from the projects as we expected. Wemanage may not be ~~able~~as well capitalized as us and therefore may be more exposed to ~~fund these projects with cash flow from operations~~the impacts of adverse economic conditions on the travel industry, which could jeopardize components of our management agreements. If the owners of the hotels we manage do not meet debt service obligations and ~~borrowings under~~default on a mortgage or other obligations, the property may be at risk of foreclosure by a lender and our ~~Credit Facility if we faced these difficulties. We face significant competition.~~management agreements may be at risk. The ~~number~~actual or perceived fear of ~~people who ski~~weakness in the ~~United States (as measured in skier visits) has increased~~economy could also lead to decreased spending by approximately 10% since the 1985-86 ski season and there is substantial competition among ski resorts for these customers. The factors that we believe are important to these customers include: o proximity to population centers; o availability and cost of transportation to ski areas; o ease ofour guests. Skiing, travel to ski areas (including direct flights by major airlines); o pricing of our products and services; o snowmaking facilities; o type and quality of skiing offered; o duration of the ski season; o weather conditions; o number, quality and price of related services and lodging; and o reputation. We have many competitors for our ski vacationers, including ski resorts in Utah, California, Nevada, New England and the other major resorts in Colorado. Our destination guests can choose from any of these alternatives, as well as non-skiing vacation destinations around the world. Our day skier customers can choose from a number of nearby competitors, including Copper Mountain, Telluride, Steamboat Springs, Winter Park and the Aspen resorts, as well as other forms of leisure such as attendance at movies, sporting events and participation in other indoor and outdoor recreational ac- -19- tivities. This competition may adversely affect our skier visits and the pricing of our products and services. We rely on government permits. Virtually all of our ski trails and related activities on Vail, Breckenridge and Keystone and a substantial portion on Beaver Creek are located on federal land. The United States Forest Service has granted us permits to use these lands, but maintains the right to review and approve the location, design and construction of improvements in these areas and on many operational matters. The Forest Service can terminate most of these permits if required in the public interest. Although we do not know of any permit used by a major ski resort then in operation that has been terminated by the Forest Service over the opposition of the permitee, a termination of any of our permits would adversely affect our business and operations. We have applied for several new permits or other approvals for improvements and new development. While these efforts, if not successful, could impact our expansion efforts as currently contemplated, we do not believe they would adversely affect our results of operations or financial condition. Furthermore, Congress may increase the fees we pay to the Forest Service for use of these federal lands. We operate three resort properties within Grand Teton National Park under a concession contract with the National Park Service. The concession contract expires at the end of December 2002, at which time the contract renewal will be subject to a competitive bidding process. Should we not receive the renewal of the concession contract, we would be compensated for the value of our "possessory interest" in the assets of the three resort properties operated under the concession contract, which is generally defined as the replacement cost of such assets less depreciation. We are subject to economic downturns. Skiing and tourism are discretionary recreational activities that can entail a relatively high cost of participation and are adversely affected by economic slowdown or recession. This could further be ~~impacted~~exacerbated by the fact that we charge some of the highest prices for our lift tickets and ancillary services in the ski industry. In the event of a decrease in visitation and overall guest spending we may be required to offer a higher amount of discounts and incentives than we have historically.

Leisure and business travel are particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military conflicts, outbreaks of contagious diseases and the cost and availability of travel options.

Our business is sensitive to the willingness of our guests to travel. Acts of terrorism, the spread of contagious diseases, regional political events and developments in military conflicts in areas of the world from which we draw our guests could depress the public's propensity to travel and cause severe disruptions in both domestic and international air travel and consumer discretionary spending, which could reduce the number of visitors to our resorts and have an adverse affect on our results of operations. Many of our guests travel by air and the impact of higher prices for commercial airline services and availability of air services could cause a decrease in visitation by Destination guests to our resorts. Also, many of our guests travel by vehicle and higher gasoline prices could adversely impact our guests' willingness to travel to our resorts. Higher cost of travel may also affect the amount that guests are willing to spend at our resorts and could negatively impact our revenue particularly for lodging, ski school, dining and retail/rental.

Our mountain and lodging operations are highly seasonal in nature. In particular, revenue and profits from our mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall. Conversely, peak operating seasons for GTLC, certain managed hotel properties and our golf courses occur during the summer months while the winter season generally results in operating losses. Revenue and profits generated by GTLC's summer operations, management fees from certain managed properties, certain other lodging properties and golf operations are not nearly sufficient to fully offset our off-season losses from our mountain and other lodging operations. For Fiscal 2011, 81.5% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during our second and third fiscal quarters. In addition, the timing of major holidays can impact vacation patterns and therefore visitation at our ski resorts. If we were to experience an adverse event or realize a significant ~~economic slowdown, which,~~deterioration in ~~turn, could impact our operating results. Although historically economic downturns have not had an adverse impact on~~ our operating results ~~there can~~during our peak periods (our fiscal second and third quarters) we would be ~~no assurance~~unable to fully recover any significant declines due to the seasonality of our business. Operating results for any three-month period are not necessarily indicative of the results that may be achieved for any subsequent quarter or for a ~~decrease in the amount of discretionary spending by the public in the future would not have an adverse effect on us.~~ full fiscal year.

We are ~~subject~~vulnerable to the risk of unfavorable weather ~~conditions.~~conditions and the impact of natural disasters.

The ~~ski industry's~~ ability to attract visitors to ~~its~~our resorts is influenced by weather conditions and by the amount and timing of snowfall during the ski season. Unfavorable weather conditions can adversely affect skier ~~visits.~~visits and our revenue and profits. Unseasonably warm weather may result in inadequate natural snowfall and reduce skiable terrain which increases the cost of snowmaking and could render snowmaking wholly or partially ineffective in maintaining quality skiing conditions, including in areas which are not accessible by snowmaking equipment. In addition, a severe and prolonged drought could affect our otherwise adequate snowmaking water supplies or increase the cost of snowmaking. Excessive natural snowfall may materially increase the costs incurred for grooming trails and may also make it difficult for visitors to obtain access to our mountain resorts. In the past 20 years, our ski resorts have averaged between 20 and 30 feet of annual snowfall which is significantly in excess of the average for ~~U.S.~~United States ski resorts. However, there iscan be no ~~assurance~~certainty that our resorts will receive seasonal snowfalls near ~~the~~their historical average in the ~~upcoming or future ski seasons. Also, the~~future. The early ~~ski~~ season snow conditions and skier perceptions of early ~~ski~~ season snow conditions influence the momentum and success of the overall ~~ski~~ season. ~~We believe~~Unfavorable weather conditions can adversely affect our resorts and lodging properties as vacationers tend to delay or postpone vacations if conditions differ from those that ~~poor snow conditions early in the ski season during the 1998-99 and 1999-00 ski seasons had an adverse effect on operating results~~typically prevail at such resorts for ~~those periods.~~a given season. There is no way for us to predict future weather patterns or the impact that weather patterns may have on our results of operations or visitation.

A severe natural disaster, such as a forest fire, may interrupt our operations, damage our properties and reduce the number of guests who visit our resorts in affected areas. Damage to our properties could take a long time to repair and there is no guarantee that we would have adequate insurance to cover the costs of repair and recoup lost profits. Furthermore, such a disaster may interrupt or impede access to our affected properties or require evacuations and may cause visits to our affected properties to decrease for an indefinite period. The ability to attract visitors to our resorts is also influenced by the aesthetics and natural beauty of the outdoor environment where our resorts are located. A severe forest fire or other severe impacts from naturally occurring events could negatively impact the natural beauty of our resorts and have a long-term negative impact on our overall guest visitation as it would take several years for the environment to recover.

The ski resort and lodging industries are highly competitive. The number of people who ski in the United States (as measured in skier visits) has generally ranged between 54 million and 61 million

annually over the last decade, with approximately 61 million visits for the 2010/2011 ski season. The factors that we believe are important to customers include:

We have many competitors for our ski vacationers, including other major resorts in Colorado, California, Nevada, the Pacific Northwest and Southwest and other major destination ski areas worldwide. Our guests can choose from any of these alternatives, as well as non-skiing vacation options and destinations around the world. In addition, other forms of leisure such as sporting events and participation in other competing indoor and outdoor recreational activities are available to potential guests.

RockResorts hotels and our other hotels compete with numerous other hotel companies that may have greater financial resources than we do and they may be able to adapt more quickly to changes in customer requirements or devote greater resources to promotion of their offerings than us. We believe that developing and maintaining a competitive advantage will require us to make continued capital investments in our resorts. We cannot assure that we will have sufficient resources to make the necessary capital investments to do so, and we cannot assure that we will be able to compete successfully in this market or against such competitors.

The high fixed cost structure of ski resort operations can result in significantly lower margins if revenues decline.

The cost structure of our ski resort operations has a significant fixed component with variable expenses including, but not limited to, Forest Service fees, other resort related fees, credit card fees, retail/rental cost of sales and labor, ski school labor and dining operations. Any material declines in the economy, elevated geopolitical uncertainties and/or significant changes in historical snowfall patterns, as well as other risk factors discussed herein could adversely affect revenue. As such, our margins, profits and cash flows may be materially reduced due to declines in revenue given our relatively high fixed cost structure. In addition, increases in wages and other labor costs, energy, healthcare, insurance, transportation and fuel, property taxes, minimum lease payments and other expenses included in our fixed cost structure may also reduce our margin, profits and cash flows.

Our current or future real estate development projects might not be successful.

We have completed significant real estate development projects and have preliminary plans for significant future development projects. We could experience significant difficulties in realizing the anticipated financial benefits on completed projects or in initiating or completing future projects, due to among other things:

Our real estate development projects are designed to make our resorts attractive to our guests and to maintain competitiveness. If these projects are not successful, in addition to not realizing intended profits from the real estate developments, our guests may choose to go to other resorts that they perceive have better amenities which could materially and adversely affect our results of operations.

There are significant risks associated with our recently completed real estate projects, which could adversely affect our financial condition, results of operations or anticipated cash inflows from these projects as we have units remaining that have not been sold. For example, in the event that the carrying cost of the remaining units available for sale exceeds anticipated future proceeds from the sale of these units, we would be required to record an impairment charge. During Fiscal 2011, we completed The Ritz-Carlton Residences, Vail and in fiscal 2010 we completed One Ski Hill Place at the base of our Breckenridge ski resort for which 93 units with a carrying cost of $163.0 million remain to be sold as of July 31, 2011. We have risk associated with selling and closing units in these projects as a result of the continued instability in the capital / credit markets and in the overall real estate market and, as a result we may not be able to sell units for a profit or at the prices or selling pace we anticipate. Furthermore, given the current economic climate, certain potential buyers may be unable to purchase units in part due to a reduction in funds available and/or decreases in mortgage availability.

We may not be able to fund resort capital expenditures and investment in future real estate projects.

In addition to the self funding of future real estate projects (currently no significant development efforts are in progress), we anticipate that resort capital expenditures (primarily related to the Mountain and Lodging segments) will be approximately $116 million to $130 million for calendar year 2011. Our ability to fund expenditures will depend on our ability to generate sufficient cash flow from operations (including obtaining pre-sale deposits on future real estate projects) and/or to borrow from third parties. We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such costs, or that we will be able to obtain sufficient financing on adequate terms, or at all. In addition, there can be no assurances that future real estate development projects (currently no significant development efforts are in progress) can be self funded with cash available on hand, through advance pre-sale deposits or through third party real estate financing. Our ability to generate cash flow and to obtain third-party financing will depend upon many factors, including:

We could finance future expenditures from any combination of the following sources:

Any inability to generate sufficient cash flows from operations or to obtain adequate third-party financing could cause us to delay or abandon certain projects and/or plans.

Our resort operations require permits and approvals from certain Federal, state, and local authorities, including the Forest Service and U.S. Army Corps of Engineers. Virtually all of our ski trails and related activities at Vail Mountain, Breckenridge, Keystone and Heavenly and a majority of Beaver Creek are located on National Forest land. The Forest Service has granted us permits to use these lands, but maintains the right to review and approve many operational matters, as well as the location, design and construction of improvements in these areas. Currently, our permits expire December 31, 2029 for Breckenridge, December 1, 2031 for Vail Mountain, December 31, 2032 for Keystone, November 8, 2039 for Beaver Creek and May 1, 2042 for Heavenly. The Forest Service can terminate or amend these permits if, in its opinion, such termination is required in the public interest. A termination or amendment of any of our permits could have a materially adverse affect on our business and operations. In order to undertake improvements and new development, we must apply for permits and other approvals. These efforts, if unsuccessful, could impact our expansion efforts. Furthermore, Congress may materially increase the fees we pay to the Forest Service for use of these National Forest lands. Additionally, we lease the land and the vast majority of the operating assets of Northstar-at-Tahoe from CNL Lifestyles Properties, Inc., a Real Estate Investment Trust, which requires us to operate the resort in accordance with the terms under the leases, as well as requires us to seek certain approvals for improvements made to the resort. The initial term of the leases for Northstar-at-Tahoe expire in January 2027, and allows for three 10-year extensions at our option. There is no guarantee that at the end of the initial lease term we will extend the option periods or will be able to negotiate new terms that are more favorable to us.

We are subject to extensive environmental laws and regulations in the ordinary course of business.

Our operations are subject to a variety of Federal, state and local environmental laws and regulations including those relating to emissions to the air, discharges to water, storage, treatment and disposal of wastes, land use, remediation of contaminated sites and protection of natural resources such as wetlands. For example, future expansions of certain of our ski facilities must comply with applicable forest plans approved under the National Forest Management Act, state and federal wildlife protection laws or local zoning requirements. In addition, most projects to improve, upgrade or expand our ski areas are subject to environmental review under the NEPA and, for California projects at Heavenly and Northstar-at-Tahoe, the CEQA. Both acts require that the Forest Service study any proposal for potential environmental impacts and include in its analysis various alternatives. Our ski area improvement proposals may not be approved or may be approved with modifications that substantially increase the cost or decrease the desirability of implementing the project. Our facilities are subject to risks associated with mold and other indoor building contaminants. From time to time our operations

are subject to inspections by environmental regulators or other regulatory agencies. We are also subject to worker health and safety requirements. We believe our operations are in substantial compliance with applicable material environmental, health and safety requirements. However, our efforts to comply do not eliminate the risk that we may be held liable, incur fines or be subject to claims for damages, and that the amount of any liability, fines, damages or remediation costs may be material for, among other things, the presence or release of regulated materials at, on or emanating from properties we now or formerly owned or operated, newly discovered environmental impacts or contamination at or from any of our properties, or changes in environmental laws and regulations or their enforcement.

We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of sophisticated information technology and systems, including technology and systems used for central reservations, point of sale, procurement and administration. We must continuously improve and upgrade our systems and infrastructure to offer enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. Our future success also depends on our ability to adapt our infrastructure to meet rapidly evolving consumer trends and demands and to respond to competitive service and product offerings.

In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner. Delays or difficulties in implementing new or enhanced systems may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and could decrease our quality of service that we offer to our guests. Also, we may be unable to devote financial resources to new technologies and systems in the future. If any of these events occur, our business and financial performance could suffer.

Failure to maintain the integrity of guest data could result in damages of reputation and/or subject us to costs, fines or lawsuits.

We collect personally identifiable information relating to our guests for various business purposes, including marketing and promotional purposes. The integrity and privacy of our guest's information is important to us and our guests have a high expectation that we will adequately protect their personal information. The regulatory environment governing privacy laws is increasingly demanding and privacy laws continue to evolve and on occasion may be inconsistent from one jurisdiction to another. Maintaining compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests. Furthermore, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us), breach of security on systems storing our guest data, a loss of guest data or fraudulent use of guest data could adversely impact our reputation or result in fines or other damages and litigation.

We are, from time to time, subject to various asserted or unasserted legal proceedings and claims. Any such claims, regardless of merit, could be time consuming and expensive to defend and could divert management's attention and resources. While we believe we have adequate insurance coverage and/or accrue for loss contingencies for all known matters that are probable and can be reasonably estimated, we cannot assure that the outcome of all current or future litigation will not have a material adverse effect on us and our results of operations. For a more detailed discussion of our legal proceedings see Legal Proceedings under Item 3 and Note 13, Commitments and Contingencies, of the

Notes to Consolidated Financial Statements included in our Fiscal 2011 10-K, which is incorporated herein by reference.

Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business.

Our trademarks are an important component of our business and the continued success of our business depends in part upon our continued ability to use our trademarks to increase brand awareness and further develop our brand in both domestic and international markets. The unauthorized use of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business. Litigation has been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Additionally, negative public image or other adverse events which become associated with one of our brands could adversely affect our revenue and profitability.

Our mountain and lodging operations are highly dependent on a ~~seasonal workforce. Our resort operations are largely dependent on a~~large seasonal workforce. We recruit ~~worldwide~~year-round to fill thousands of seasonal staffing needs each ~~ski~~ season and ~~utilize H2B visas~~work to ~~enable the use of foreign workers. In addition, we~~ manage seasonal wages and the timing of the ~~-20-~~ hiring process to ensure the appropriate workforce is in place. ~~While we do not currently foresee the need to increase seasonal wages to attract employees, we~~We cannot guarantee that ~~such an increase would~~material increases in the cost of securing our seasonal workforce will not be necessary in the future. ~~In addition,~~Furthermore, we cannot guarantee that we will be able to ~~obtain~~recruit and hire adequate seasonal personnel as the ~~visas necessary to hire foreign workers, who are an important source for the seasonal workforce.~~business requires. Increased seasonal wages or an inadequate workforce could have an adverse impact on our results of ~~operations; however,~~operations.

If we ~~are unable to predict with any certainty whether such situations will arise or the potential impact to results~~do not retain our key personnel, our business may suffer.

The success of ~~operations. Our~~our business is ~~seasonal in nature.~~ heavily dependent on the leadership of key management personnel, including our Chief Executive Officer, Co-President and Chief Financial Officer, Co-Presidents, General Counsel and each of our Executive and Senior Vice Presidents. If any of these persons were to leave, it could be difficult to replace them, and our business could be harmed. We do not maintain "key-man" life insurance on any of our employees.

Our ~~ski and resort operations are seasonal in nature. In particular, revenues and profits at our~~acquisitions or future acquisitions might not be successful.

We have acquired certain ski resorts, ~~are substantially lower~~other destination resorts, hotel properties and ~~historically result~~businesses complementary to our own, as well as developable land in ~~losses in the summer months due~~proximity to the closure of its ski operations. Snake River Lodge & Spa, while open year-round, generates the majority of its revenues during the winter season. Conversely, Grand Teton Lodge Company's peak operating season occurs during the summer months while the winter season generally results in operating losses due to closure of all revenue generating operations. However, revenues and profits generated by Grand Teton Lodge Company's summer operations are not sufficient to fully offset our ~~off-season losses from our ski~~ resorts. During the 2001 fiscal year, 76.5% of total resort revenues were earned during the second and third fiscal quarters. Quarterly results may be materially affected by the timing of snowfall and the integration of acquisitions. Therefore, the operating results for any three-month period are not necessarily indicative of the resultsWe cannot make assurances that may be achieved for any subsequent fiscal quarter or for a full fiscal year. We are taking steps to smooth our earnings cycle by investing in additional summer activities, such as golf course development, and also through the acquisition of new resorts, such as Grand Teton Lodge Company. (See Note 13 of the Notes to Consolidated Financial Statements for Selected Quarterly Financial Data included in our Annual Report on Form 10-K incorporated by reference herein.) Apollo Ski Partners has influence over us. Apollo Ski Partners owns approximately 99.9% of our outstanding shares of Class A Common Stock, giving them approximately 21% of the combined voting power with respect to all matters submitted for a vote of all stockholders. The holders of Class A Common Stock elect a class of directors that constitutes two-thirds of our board of directors. Accordingly, Apollo Ski Partners and, indirectly, Apollo Advisors, L.P. (which indirectly controls Apollo Ski Partners)we will be able to ~~elect two-thirds~~successfully integrate and manage acquired ski resorts, properties and businesses and increase our profits from these operations. We continually evaluate potential acquisitions and intend to actively pursue acquisition opportunities, some of which could be significant. We could face various risks from additional acquisitions, including:

In addition, we run the risk that ~~our~~any new acquisitions may fail to perform in accordance with ~~our~~ expectations, and that ~~our~~ estimates of the costs of improvements for such properties may prove inaccurate. ~~While~~

We may be required to write-off a portion of our goodwill, indefinite lived intangible asset and/or long-lived asset balances as a result of prolonged weakness in economic conditions.

Under accounting principles generally accepted in the United States of America ("GAAP"), we attempt to mitigate our exposure to these risks by selling multi-family development parcels to third-party developers who assume the risk of construction or by pre-selling single-family homesites or condominium residences to individual purchasers priortest goodwill and indefinite lived intangible assets for impairment annually as well as on an interim basis to the ~~start~~extent factors or indicators become apparent that could reduce the fair value of our ~~construction projects,~~goodwill or indefinite lived intangible assets below book value and we evaluate long-lived assets for potential impairment whenever events or change in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate the recoverability of goodwill by estimating the future discounted cash flows of our reporting units and terminal values of the businesses using projected future levels of income as well as business trends, prospects and market and economic conditions. We evaluate the recoverability of indefinite lived intangible assets using the income approach based upon estimated future revenue streams (see Critical Accounting Policies in Item 7 of our Fiscal 2011 Form 10-K, which is incorporated herein by reference). We evaluate the recoverability of long-lived assets by estimating the future undiscounted cash flows using projected future levels of income. If a more severe prolonged weakness in general economic conditions were to occur it could cause less than expected growth and/or reduction in terminal values of our reporting units and cash flows and could result in an impairment charge attributable to certain goodwill, indefinite lived intangible assets and/or long-lived assets, negatively impacting our results of operations and stockholders' equity.

We are subject to accounting regulations and use certain accounting estimates and judgments that may differ significantly from actual results.

Implementation of existing and future legislation, rulings, standards and interpretations from the FASB or other regulatory bodies could affect the presentation of our financial statements and related disclosures. Future regulatory requirements could significantly change our current accounting practices and disclosures. Such changes in the presentation of our financial statements and related disclosures could change an investor's interpretation or perception of our financial position and results of operations.

We use many methods, estimates and judgments in applying our accounting policies (see Critical Accounting Policies in Item 7 of our Fiscal 2011 Form 10-K, which is incorporated herein by reference). Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties and assumptions, and factors may arise over time that lead us to change our methods, estimates and judgments. Changes in those methods, estimates and judgments could significantly affect our results of operations.

We cannot assure you that an active trading market for the exchange notes will exist if you desire to sell the exchange notes.

There is no existing public market for the outstanding notes or the exchange notes. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. Therefore, we cannot assure you as to the development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:

Historically, the market for non-investment grade debt has been subject to disruptions that wehave caused substantial volatility in the prices of securities similar to the exchange notes. The market, if any, for the exchange notes may face similar disruptions that may adversely affect the prices at which you could sell your exchange notes. Therefore, you may not be able to sell your exchange notes at a particular time and the price that you receive when you sell may not be favorable.

You may have difficulty selling any outstanding notes that you do not exchange.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to hold outstanding notes subject to restrictions on their transfer. Those transfer restrictions are described in the indenture governing the outstanding notes and in the legend contained on the outstanding notes, and arose because we originally issued the outstanding notes under an exemption from the registration requirements of the Securities Act.

In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do sonot currently intend to register the outstanding notes under the Securities Act or any state securities laws. If a substantial amount of the outstanding notes is exchanged for a like amount of the exchange notes issued in the exchange offer, the liquidity of your outstanding notes could be adversely affected. See "The Exchange Offer—Consequences of Failure to Exchange Outstanding Notes" for a discussion of additional consequences of failing to exchange your outstanding notes.

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.

We have a significant amount of indebtedness. Our substantial indebtedness could have important consequences to you. For example, it could:

In addition, the indenture governing the Notes and our senior secured credit facility contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts. Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. ~~Although we believe that~~The terms of the ~~current market for the sale of~~indenture do not fully prohibit us or our ~~resort property~~subsidiaries from doing so. If new debt is strong, we cannot assure you that such market conditions will continue. See the "Business--Real Estate" section in our Annual Report on From 10-K incorporated by reference herein. Your claims are subordinatedadded to our and our subsidiaries' ~~senior debt. Payments on~~current debt levels, the ~~notes~~related risks that we and ~~the guarantees are subordinated to all~~they now face could intensify.

The operating and financial restrictions and covenants in our ~~Credit Facility~~senior secured credit facility and the indenture governing the Notes may adversely affect our ability to finance future operations or capital needs or to engage in other business activities. ~~Our Credit Facility includes covenants that will require us to meet certain financial ratios and financial conditions which may require~~In addition, there can be no assurance that we ~~take action to reduce debt or to act~~will meet the financial covenants contained in ~~a manner contrary to~~ our ~~business objectives.~~senior secured credit facility. If we breach any of these restrictions or covenants, or suffer a material adverse change which restricts our borrowing ability under our ~~Credit Facility,~~senior secured credit facility, we would be unable to borrow funds thereunder without a ~~waiver.~~waiver, which inability could have an adverse effect on our business, financial condition and results of operations. A breach could cause a default under the ~~notes~~Notes and our other debt. Our indebtedness may then become immediately due and payable. We may not have or be able to obtain sufficient funds to make these accelerated payments, including payments on the ~~notes.~~Notes.

In addition, the indenture governing the ~~notes restricts,~~Notes and our senior secured credit facility restrict, among other things, our ability to: ~~o borrow money; o~~

In addition, there can be no assurance that we will meet the financial covenants contained in our senior secured credit facility. If we ~~fail to comply with~~breach any of these restrictions or covenants, or suffer a material adverse change which restricts our borrowing ability under our senior secured credit facility, we would not be inable to borrow funds thereunder without a waiver, which inability to borrow could have an adverse effect on our business, financial condition and results of operations. In addition, a breach, if uncured, could cause a default under the indenture governing ~~the notes,~~Notes and ~~the principal and accrued interest on the notes would~~our other debt. Our indebtedness may then become immediately due and payable. See "Description of Notes--Certain Covenants." There are possible implications from original issue discount. The outstanding notes were issued at an original issue discount ("OID") for U.S. federal income tax purposes. OID is the excess of (i) the stated redemption price at maturity of the notes over (ii) the issue price of the notes. U.S. holders will be required to include the OID in income as it accrues in advance of the receipt of cash payments attributable to such income, regardless of such holders' regular method of accounting for United States federal income tax purposes. The exchange notes will have original issue discount identical to that of the outstanding notes. In addition, if a bankruptcy case is commenced by or against us under the U.S. Bankruptcy Code after the issuance of the notes, the claim of a holder of notes may be limited to an amount equal to the sum of (i) the issue price and (ii) that portion of the OID which is not deemed to constitute "unmatured interest" for purposes of the U.S. Bankruptcy Code. Any OID that was not amortized as of the date of any such bankruptcy filing would constitute "unmatured interest." See "Certain Federal Income Tax Considerations" for a more detailed discussion of the U.S. federal income tax consequences to the holders of notes of the purchase, ownership and disposition of the notes. We may not have or be able to ~~purchase~~obtain sufficient funds to make these accelerated payments, including payments on the ~~notes upon~~Notes.

To service our indebtedness, we will require a ~~change~~significant amount of cash, generation of which depends on many factors beyond our control. ~~Upon~~

Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures and development efforts will depend on our ability to generate cash in the future. This, to a certain ~~change~~extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based on our current level of ~~control events, each holder~~operations, we believe our cash flow from operations, available cash and available borrowings under our senior secured credit facility will be adequate to meet our future liquidity needs for at least the next twelve months.

We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our senior secured credit facility in an amount sufficient to enable us to ~~repurchase~~pay our indebtedness, including the Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of ~~its notes~~our indebtedness, including the Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facility and the Notes, on commercially reasonable terms or at all.

Your right to receive payments on the Notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the Notes are junior to all of our Guarantors' existing indebtedness and possibly to all their future borrowings.

The Notes and the subsidiary guarantees rank behind all of our and the subsidiary Guarantors' existing indebtedness (other than trade payables) and all of our and their future borrowings (other than trade payables), except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the Notes and the guarantees. As a ~~purchase price equal~~result, upon any distribution to our creditors or the creditors of the Guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the Guarantors or our or their property, the holders of our senior debt and debt of the Guarantors will be entitled to be paid in full and in cash before any payment may be made with respect to the Notes or the subsidiary guarantees.

In addition, all payments on the Notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the Guarantors, holders of the Notes will participate with trade creditors and all other holders of our and the Guarantors' subordinated indebtedness in the assets remaining after we and the subsidiary Guarantors have paid all of our senior debt. However, because the indenture requires that amounts otherwise payable to holders of the Notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the Notes may receive less, ratably, than holders of senior debt in any such proceeding. In any of these cases, we and the subsidiary Guarantors may not have sufficient funds to pay all of our creditors and holders of Notes may receive less, ratably, than the holders of our senior debt.

We are permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indenture.

The ability of holders of Notes to require us to repurchase Notes as a result of a disposition of "substantially all" of our assets or a change in the composition of our board of directors is uncertain.

The definition of change of control in the indenture governing the Notes includes a phrase relating to the sale, assignment, lease, conveyance or other disposition of "all or substantially all" of our and our subsidiaries' assets, taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase. Accordingly, the ability of a holder of Notes to require us to repurchase such Notes as a result of a sale, assignment, lease, conveyance or other disposition of less than all of our and our subsidiaries' assets, taken as a whole, to another person or group is uncertain. In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of provisions that are similar to those in the indenture governing the Notes, related to the triggering of a change of control as a result of a change in the composition of a board of directors. Accordingly, the ability of a holder of Notes to require us to repurchase Notes as a result of a change in the composition of directors on our board is uncertain.

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the Notes.

Although much of our business is conducted through our subsidiaries, none of our subsidiaries is obligated to make funds available to us for payment on the Notes. Accordingly, our ability to make payments on the Notes is dependent on the earnings and the distribution of funds from our subsidiaries. We cannot assure you that our subsidiaries will be able to, or be permitted to, make distributions sufficient to enable us to make payments in respect of the Notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, applicable state laws, regulatory limitations and terms of our debt instruments may limit our ability to obtain cash from our subsidiaries. While the indenture governing the Notes limits the ability of our subsidiaries to restrict their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which may have the effect of significantly restricting the applicability of those limits. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required payments on the Notes or our other indebtedness.

Your right to receive payments on the Notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

Some of our subsidiaries will not guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain kinds of change of control events, we will be required to offer to repurchase all outstanding Notes at 101% of the principal amount thereof plus accrued ~~interest. Our ability~~and unpaid interest, if any, to ~~repurchase~~ the ~~notes upon a~~date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control ~~event~~to make the required repurchase of Notes or that restrictions in our senior secured credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of Notes—Repurchase at the Option of Holders."

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from Guarantors.

Under federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee could be ~~limited~~voided, or claims in respect of a guarantee could be subordinated to all other debts of that Guarantor if, among other things, the Guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

In addition, any payment by that Guarantor pursuant to its guarantee could be voided and required to be returned to the Guarantor, or to a fund for the benefit of the creditors of the Guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

On the ~~outstanding principal~~basis of historical financial information, recent operating history and ~~any accrued interest on any~~ other ~~amounts owed by us under our credit facility.~~factors, we believe that each Guarantor, after giving effect to its guarantee of the Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

The following table sets forth information regarding our ratio of earnings to fixed charges for the periods shown. In calculating the ratio of earnings to fixed charges, earnings represent the sum of (i) income before provision for income taxes, adjusted for income or loss from equity investees, (ii) income distributions from equity investments, (iii) amortization of capitalized interest, and (iv) total fixed charges, minus (x) net income attributable to noncontrolling interests and (y) capitalized interest. Fixed charges represent the sum of (i) interest expense, (ii) capitalized interest, (iii) amortization of capitalized expenses related to indebtedness, and (iv) the estimated interest portion of rent expense.

	Fiscal Year Ended July 31,

	2011		2010		2009		2008		2007
Ratio of earnings to fixed charges		2.48x		1.88x		2.81x		4.23x		2.92x

We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes, we ~~would~~will receive outstanding notes in like original principal amount at maturity. All outstanding notes received in the exchange offer will be ~~able~~cancelled. Because we are exchanging the exchange notes for the outstanding notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our indebtedness. The exchange offer is intended to ~~repay amounts~~satisfy our obligations under the registration rights agreement executed in connection with the sale of the outstanding notes.

This exchange offer is being made pursuant to the registration rights agreement we entered into with the initial purchasers of the outstanding notes on April 25, 2011. The summary of the registration rights agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the registration rights agreement. A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.

This prospectus and the accompanying letter of transmittal together constitute the exchange offer. Subject to the terms and conditions in this prospectus and the letter of transmittal, we will accept for exchange outstanding notes that are validly tendered at or before the expiration time and are not validly withdrawn as permitted below. The expiration time for the exchange offer is 5:00 p.m., New York City time, on , 2011, or such later date and time to which we, in our sole discretion, extend the exchange offer.

We will give notice of any extension, delay, non-acceptance, termination or amendment as promptly as practicable by public announcement, and in the case of an extension, no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration time. In the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the offer period if necessary so that at least five business days remain in the exchange offer following notice of the material change.

During an extension, all outstanding notes previously tendered will remain subject to ~~refinance our outstanding indebtedness, which we may not be able to do. In addition, even if we were able to refinance such indebtedness, such financing~~the exchange offer and may be ~~on terms unfavorable to us. Certain provisions~~accepted for exchange by us, upon expiration of the exchange offer, unless validly withdrawn.

Each broker-dealer that receives exchange notes for its own account in ~~our credit facility may delay, defer or prevent~~exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a ~~merger, tender offer~~result of market-making activities or other ~~takeover attempt. The term "Change~~trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of ~~Control" is defined in "Description~~such exchange notes. See "Plan of ~~Notes--Certain Definitions.~~Distribution." ~~The exchange notes will be new securities~~

Only a record holder of outstanding notes ~~have advised us that they currently intend to make a market~~may tender in the exchange ~~notes, but they are not obligated to do so and, if commenced, may discontinue such market making at any time. Accordingly, no market may develop for~~offer. When the ~~exchange notes, and if a market does develop, it may have limited or no liquidity. Failure to exchange your~~holder of outstanding notes ~~will leave them subject to transfer restrictions. If you do not exchange your~~tenders and we accept outstanding notes for exchange, ~~notes, you will continue to be -24-~~ a binding agreement between us and the tendering holder is created, subject to the ~~restrictions~~terms and conditions in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of outstanding notes who desires to tender outstanding notes for exchange must, at or prior to the expiration time:

The method of delivery of the outstanding notes, the letter of transmittal or agent's message and all other required documents to the exchange agent is at the election and sole risk of the holder. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or outstanding notes should be sent directly to us.

Signatures on a letter of transmittal must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution. If outstanding notes are registered in the name of a person other than the person who signed the letter of transmittal, the outstanding notes tendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the registered holder's signature guaranteed by an eligible institution.

We will determine in our sole discretion all questions as to the validity, form and eligibility (including time of receipt) of outstanding notes tendered for exchange and all other required documents. We reserve the absolute right to:

Our determinations under, and of the terms and conditions of, the exchange offer, including the letter of transmittal and the instructions to it, or as to any questions with respect to the tender of any outstanding notes, will be final and binding on all parties. To the extent we waive any conditions to the exchange offer, we will waive such conditions as to all outstanding notes. Holders must cure any defects and irregularities in connection with tenders of outstanding notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of us incur any liability for failure to give such notification.

If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf.

WE MAKE NO RECOMMENDATION TO THE HOLDERS OF THE OUTSTANDING NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OUTSTANDING NOTES IN THE EXCHANGE OFFER. IN ADDITION, WE HAVE NOT AUTHORIZED ANYONE TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF THE OUTSTANDING NOTES MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER, AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR FINANCIAL POSITIONS AND REQUIREMENTS.

Any financial institution that is a participant in DTC's system must make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account at DTC in accordance with DTC's Automated Tender Offer Program, known as ATOP. Such participant should transmit its acceptance to DTC at or prior to the expiration time or comply with the guaranteed delivery procedures described below. DTC will verify such acceptance, execute a book-entry transfer of the tendered outstanding notes into the exchange agent's account at DTC and then send to the exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent's message. The letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent at the address set forth below under "—The Exchange Agent" at or prior to the expiration time of the exchange offer, or the holder must comply with the guaranteed delivery procedures described below.

If a holder of outstanding notes desires to tender such outstanding notes and the holder's outstanding notes are not immediately available, or time will not permit such holder's outstanding notes

or other required documents to reach the exchange agent before the expiration time, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

The notice of guaranteed delivery must be received prior to the expiration time.

You may withdraw tenders of your outstanding notes at any time prior to the expiration time.

For a withdrawal to be effective, a written notice of withdrawal, by facsimile or by mail, must be received by the exchange agent, at the address set forth ~~in their legend because~~below under "—The Exchange Agent," prior to the expiration time. Any such notice of withdrawal must:

We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices and our determination will be final and binding on all parties. Any tendered outstanding notes validly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Properly withdrawn notes may be re-tendered by following one of the procedures described under "—How to Tender Outstanding Notes for Exchange" above at any time at or prior to the expiration time.

All of the conditions to the exchange offer must be satisfied or waived at or prior to the expiration of the exchange offer. Promptly following the expiration of the exchange offer we will accept for exchange all outstanding notes validly tendered and not validly withdrawn as of such date. Promptly following the expiration of the exchange offer, we will issue exchange notes for all validly tendered outstanding notes. For purposes of the exchange offer, we will be deemed to have accepted validly tendered outstanding notes for exchange when, as and if we have given oral or written notice to the exchange agent, with written confirmation of any oral notice to be given promptly thereafter. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied before we accept any outstanding notes for exchange.

For each outstanding note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered outstanding note. Holders whose outstanding notes are exchanged for exchange notes will not receive a payment in respect of interest accrued but unpaid on such outstanding notes from the most recent interest payment date up to but excluding the settlement date. Instead, interest on the exchange notes received in exchange for such outstanding notes will (i) accrue from the last date on which interest was paid on such outstanding notes and (ii) accrue at the same rate as and be payable on the same dates as interest was payable on such outstanding notes. Accordingly, registered holders of exchange notes that are outstanding on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date through which interest has been paid on the outstanding notes. However, if any interest payment occurs prior to the settlement date on any outstanding notes already tendered for exchange in the exchange offer, the holder of such outstanding notes will be entitled to receive such interest payment. Outstanding notes that we accept for exchange will cease to accrue interest from and after the date of consummation of the exchange offer.

If we do not accept any tendered outstanding notes, or if a holder submits outstanding notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or non-exchanged outstanding notes without cost to the tendering holder. In the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at DTC, such non-exchanged outstanding notes will be credited to an account maintained with DTC. We will return the outstanding notes or have them credited to DTC promptly after the withdrawal, rejection of tender or termination of the exchange offer, as applicable.

The exchange offer is not conditioned upon the tender of any minimum aggregate principal amount of outstanding notes. You may tender outstanding notes for exchange in whole or in part in any integral multiple of $1,000, subject to a minimum exchange of $2,000. Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer, by oral (promptly confirmed in writing) or written notice to the exchange agent or by a timely press release, if at any time before the expiration of the exchange offer, any of the following conditions exist:

For accounting purposes, we will not recognize a gain or loss upon the issuance of the exchange notes for outstanding notes.

We will not make any payment to brokers, dealers, or others soliciting acceptance of the exchange offer except for reimbursement of mailing expenses. We will pay the cash expenses to be incurred in connection with the exchange offer, including:

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay these transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of or exemption from these taxes is not submitted with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

We have appointed The Bank of New York Mellon Trust Company, N.A. as our exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of its addresses set forth below. Questions and requests for assistance respecting the procedures for the exchange offer, requests for additional copies of this prospectus or inof the letter of transmittal and

requests for notices of guaranteed delivery should also be directed to the exchange agent at one of its addresses below:

The Bank of New York Mellon Trust Company, N.A.
c/o The Bank of New York Mellon Corporation
Corporate Trust Operations—Reorganization Unit
101 Barclay Street, Floor 7 East
New York, N.Y. 10286
Attn: Mr. David Mauer
Telephone: 212-815-3687
Fax: 212-298-1915

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above will not constitute a ~~transaction~~valid delivery.

Outstanding notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the ~~registration requirements~~provisions in the Indenture and the legend contained on the outstanding notes regarding the transfer restrictions of the ~~Securities Act.~~outstanding notes. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold ~~unless registered under the Securities Act ,~~ except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We ~~currently~~ do not currently anticipate ~~registering~~that we will take any action to register under the Securities Act or under any state securities laws the outstanding notes ~~under the Securities Act. As outstanding notes~~that are not tendered ~~and accepted~~ in the exchange offer or that are tendered in the ~~aggregate principal amount~~exchange offer but are not accepted for exchange.

Holders of the exchange notes and any outstanding notes will decrease, which will decrease their liquidity. USE OF PROCEEDS The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the exchange offer. The net proceeds from the original sale of thethat remain outstanding notes were $148.1 million. We used the net proceeds from the sale of the outstanding notes to repay indebtedness under our Credit Facility (thereby increasing our borrowing capacity under the Credit Facility). -25- CAPITALIZATION The following table sets forth our capitalization as of October 31, 2001, and as adjusted to reflect the sale of the notes and the application of the estimated net proceeds of this offering. See "Description of Certain Indebtedness."

(1) At January 31, 2002, we had approximately $13.0 million outstanding under the Credit Facility and approximately $17.9 million outstanding under the SSI Venture Credit Facility. (2) Total principal amount $160 million net of Original Issue Discount of $7.4 million. -26- THE EXCHANGE OFFER Purpose and Effect of the Exchange Offer Exchange Offer Registration Statement. We issued the outstanding notes on November 21, 2001. The initial purchasers have advised us that they subsequently resold the outstanding notes to "qualified institutional buyers" in reliance on Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. As a condition to the offering of the outstanding notes, we entered into a registration rights agreement dated November 21, 2001, pursuant to which we agreed, for the benefit of all holders of the outstanding notes, at our own expense, to do the following: (1) to file the registration statement of which this prospectus is a part with the Commission on or prior to 60 days after the closing date of the outstanding notes, (2) to use our commercially reasonable best efforts to cause the registration statement to be declared effective under the Securities Act on or prior to 180 days after the closing date of the outstanding notes, (3) to use our commercially reasonable best efforts to keep the registration statement effective until the closingconsummation of the exchange offer and (4) to use our commercially reasonable best efforts to issue, on or prior to 60 days after the date on which the exchange offer registration statement was declared effective by the Commission, exchange notes in exchangewill vote together as a single series for all outstanding notes tendered prior thereto. Further, we agreed to keep the exchange offer open for acceptance for not less than the minimum period required under applicable Federal and state securities laws. For each outstanding Note validly tendered pursuant to the exchange offer and not withdrawn, the holderpurposes of determining whether holders of the ~~outstanding Note will receive an exchange note having a principal amount equal to that~~requisite percentage of the ~~tendered outstanding Note. Interest on each exchange note will accrue from the last date on which interest was paid on the tendered outstanding Note in exchange therefor~~series have taken certain actions or ~~if no interest was paid on such outstanding Note, from the issue date. The following is a summary of the registration~~exercised certain rights agreement. It does not purport to be complete and it does not contain all of the information you might find useful. For further information you should read the registration rights agreement, a copy of which has been filed as an exhibit to the registration statement. The exchange offer is intended to satisfy certain of our obligations under the ~~registration rights agreement. Transferability.~~indenture.

We ~~issued the outstanding notes on November 21, 2001 in a transaction exempt from the registration requirements of the Securities Act~~have not requested, and ~~applicable state securities laws. Accordingly, the outstanding notes may~~do not ~~be offered or sold in the United States unless registered or pursuant~~intend to request, an ~~applicable exemption under the Securities Act and applicable state securities laws. Based on no-action letters issued~~interpretation by the staff of the ~~Commission~~SEC as to whether the exchange notes issued in the exchange offer may be offered for sale, resold or otherwise transferred by any holder without compliance with ~~respect~~the registration and prospectus delivery provisions of the Securities Act. However, based on interpretations of the staff of the SEC, as set forth in a series of no-action letters issued to ~~similar transactions,~~third parties, we believe that the exchange ~~notes issued pursuant to the exchange offer in exchange for outstanding~~ notes may be offered for resale, resold ~~and~~or otherwise transferred by holders of those exchange notes ~~who are not our -27-~~ ~~affiliates~~ without ~~further~~ compliance with the registration and prospectus delivery ~~requirements~~provisions of the Securities Act, provided that: ~~(1) any~~

Each holder participating in the exchange offer will be required to furnish us with a written representation in the letter of transmittal that they meet each of these conditions and agree to these terms.

However, because the SEC has not considered the exchange offer for our outstanding notes in the context of a no-action letter, we cannot ~~assure you~~guarantee that the staff of the ~~Commission~~SEC would make a similar ~~determination~~determinations with respect to ~~the~~this exchange offer. If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the federal securities laws or without an exemption from these laws, you may incur liability under the federal securities laws. We do not and will not assume, or indemnify you against, this liability.

Any holder ~~who~~that is an affiliate of ours or that tenders ~~his~~ outstanding notes in the exchange offer ~~with any intention~~for the purpose of participating in a ~~distribution of exchange notes (1) cannot~~distribution:

The exchange notes ~~for its own account pursuant to~~issued in the exchange offer ~~must acknowledge that it will deliver a prospectus~~may not be offered or sold in ~~connection~~any state unless they have been registered or qualified for sale in such state or an exemption from registration or qualification is available and complied with ~~any resale of such~~by the holders selling the exchange notes. ~~The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will~~We currently do not ~~be deemed~~intend to ~~admit that it is acting in~~register or qualify the ~~capacity of an "underwriter" within the meaning of Section 2(11)~~sale of the ~~Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of~~ exchange notes ~~received~~ in ~~exchange for outstanding notes~~any state where ~~the outstanding notes were acquired by such broker-dealer as a result~~we would not otherwise be required to qualify.

Under the registration rights agreement we agreed ~~to make this prospectus available to any such broker-dealer for use~~that, among other things, in ~~connection with any such resale. Shelf Registration Statement. We~~certain limited circumstances specified in the registration rights agreement, we will ~~at our cost, (a)~~(1) file with the Securities and Exchange Commission a shelf registration statement ~~covering~~to cover resales of the ~~outstanding notes as soon as practicable, but, in any event, on or prior~~Notes by the holders thereof who satisfy certain conditions relating to the ~~60th day after the date we become obligated to file~~provision of information in connection with the shelf registration statement ~~(b)~~and (2) use our commercially reasonable best efforts to cause the shelf registration statement to be declared or otherwise become effective ~~under the Securities Act~~ on or prior to ~~the 180th day~~270 days after ~~the date we become obligated to file the shelf registration statement~~such obligation arises and ~~(c) use our commercially reasonable best efforts to~~ keep the shelf registration statement continually effective, supplemented and amended to the extent necessary to ensure that it is available for resales of notes by the holders of Transfer Restricted Securities for a period of at least two years following the effective date of such shelf registration statement ~~(or shorter~~effective for the period that will terminate when all the Notes covered by such shelf registration statement have been sold pursuant to such shelf registration statement or are otherwise no longer Transfer Restricted Securities), if: -28- (1) we are not required to file the exchange offer registration statement or not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or Commission policy or (2) any initial purchaser that is a holder of Transfer Restricted Securities notifies us prior to the 20th day following consummation of the exchange offer that (a) it is prohibited by law or Commission policy from participatingspecified in the exchange offer or (b) it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales. We will, in the event of the filing of the shelf registration statement, provide to each holder of the outstanding notes copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the outstanding notes has become effective and take certain other action as is required to permit unrestricted resales of the outstanding notes.rights agreement.

A holder of outstanding notes ~~who~~that sells ~~such outstanding~~its notes pursuant to the shelf registration statement generally (1) will ~~(1)~~ be required to be named as a selling security holder in the related prospectus ~~(2) be required~~and to deliver ~~the~~a prospectus to purchasers, ~~(3)~~(2) will be subject to certain of the civil liability provisions under the Securities Act of 1933, as amended in connection with such sales and ~~(4)~~(3) will be bound by the

provisions of the registration rights agreement ~~which~~that are applicable to ~~the~~such a holder (including certain indemnification ~~obligations)~~rights and obligations thereunder). In addition, ~~each holder~~holders of ~~the~~ outstanding notes will be required to deliver information to be used in connection with the shelf registration statement ~~and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement in order~~ to have their outstanding notes included in the shelf registration statement.

Although we intend, if required, to file the shelf registration statement, ~~and to benefit from~~we cannot assure you that the ~~provisions regarding the increase in interest rate set forth in the following paragraph. Terms of the Exchange Offer Upon satisfaction~~shelf registration statement will be filed or, ~~waiver of all the conditions of the exchange offer, we~~if filed, that it will accept any and all outstanding notes properly tendered and not withdrawn prior to the expiration date and will issue the exchange notes promptly after acceptance of the outstanding notes. See "--Conditions to the Exchange Offer" and "Procedures for Tendering Private Notes." We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. As of the date of this prospectus, $160,000,000 aggregate principal amount of the notes are outstanding. Holders may tender somebecome or ~~all of their outstanding notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000.~~remain effective.

The ~~exchange notes are identical to the outstanding notes except for the elimination~~foregoing description is a summary of certain transfer restrictions, registration rights, restrictions on holding notes in certificated form and liquidated damages provisions. The exchange notes will evidence the same debt as the outstanding notes and will be issued pursuant to, and entitled to the benefits of, the indenture pursuant to which the outstanding notes were issued and will be deemed one issue of notes, together with the outstanding notes. This prospectus, together with the letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the outstanding notes. Holders of outstanding -29- notes do not have any appraisal or dissenters' rights under the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder. For purposes of the exchange offer, we will be deemed to have accepted validly tendered private notes when, and as if, we have given oral or written notice thereof to the exchange agent. The exchange agent will act as our agent for the purpose of distributing the exchange notes from us to the tendering holders. If we do not accept any tendered outstanding notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return the unaccepted outstanding notes, without expense, to the tendering holder thereof as promptly as practicable after the expiration date. Holders who tender private notes in the exchange offer will not be required to pay brokerage commissions or fees or, except as set forth below under "--Transfer Taxes," transfer taxes with respect to the exchange of outstanding notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See "--Fees and Expenses." Expiration Date; Extensions; Amendments The term "expiration date" shall mean 5:00 p.m., New York City time, on , 2002, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice and each registered holder by means of press release or other public announcement of any extension, in each case, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion, (1) to delay accepting any outstanding notes, (2) to extend the exchange offer, (3) to terminate the exchange offer if the conditions set forth below under "--Conditions" shall not have been satisfied, or (4) to amend the terms of the exchange offer in any manner. We will notify the exchange agent of any delay, extension, termination or amendment by oral or written notice. We will additionally notify each registered holder of any amendment. We will give to the exchange agent written confirmation of any oral notice. Exchange Date As soon as practicable after the close of the exchange offer we will accept for exchange all outstanding notes properly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on the expiration date in accordance with the terms of this prospectus and the letters of transmittal. Conditions to the Exchange Offer Notwithstanding any other provisions of the ~~exchange offer, and subject to our obligations under~~registration rights agreement. It does not restate the registration rights agreement ~~we (1) shall not be required~~in its entirety. We urge you to ~~accept any outstanding notes for exchange, (2) shall not be required to issue exchange notes in exchange for any outstanding notes -30-~~ ~~and (3) may terminate or amend~~read the exchange offer if, at any time before the acceptance of such exchange notes for exchange, any of the following events shall occur: (1) any injunction, order or decree shall have been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; (2) any change, or any development involving a prospective change, in our business or financial affairs or any of our subsidiaries has occurredregistration rights agreement, which in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; (3) any law, statute, rule or regulation is proposed, adopted or enacted which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; (4) any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or (5) the exchange offer will violate any applicable law or any applicable interpretation of the staff of the Commission. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and such right shall be deemed an ongoing right which may be asserted at any time and from time to time. In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any such outstanding notes if at such time any stop order shall be threatened by the Commission or be in effect with respectexhibit to the registration statement of which this prospectus isforms a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. The exchange offer is not conditioned on any minimum aggregate principal amount of outstanding notes being tendered for exchange. Consequences of Failure to Exchange Any outstanding notes not tendered pursuant to the exchange offer will remain outstanding and continue to accrue interest. The outstanding notes will remain "restricted securities" within the meaning of the Securities Act. Accordingly, prior to the date that is one year after the later of the issue date and the last date on which we or any of our affiliates was the owner of the outstanding notes, the outstanding notes may be resold only (1) to us, (2) to a person who the seller reasonably believes is a "qualified institutional buyer" purchasing for its own account or for the account of another "qualified institutional buyer" in compliance with the resale limitations of Rule 144A, (3) to an Insti- -31- tutional Accredited Investor that, prior to the transfer, furnishes to the trustee a written certification containing certain representations and agreements relating to the restrictions on transfer of the notes (the form of this letter can also be obtained from ~~the trustee), (4) pursuant to the limitations on resale provided by Rule 144 under the Securities Act, (5) pursuant to the resale provisions~~us. See "Where You Can Find More Information."

The ~~outstanding notes were and the~~ exchange notes will be issued pursuant to anthe Indenture (the ~~"Original Indenture"~~"Indenture"), dated as of ~~November 21, 2001, as amended by the First Supplemental Indenture, dated as of January 16, 2002 (the "Supplemental Indenture" and together with the Original Indenture, the "Indenture"),~~April 25, 2011, among the Company, as Issuer, The Vail Corporation, Vail Holdings, Inc. and each of the other Guarantors, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, which were also issued pursuant to the Indenture, except ~~that~~ the exchange notes ~~have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer and~~ will not contain ~~certain provisions providing for liquidated damages under certain circumstances~~transfer restrictions and holders of exchange notes will no longer have any registration rights and we will not be obligated to pay Additional Interest as described in the ~~Registration Rights Agreement,~~registration rights agreement. We refer to exchange notes and outstanding notes (to the ~~provisions of which will terminate upon~~extent not exchanged for exchange notes) in this section as the ~~consummation of the exchange offer.~~"Notes."

The terms of the ~~Notes~~exchange notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The ~~Notes~~exchange notes are subject to all such terms, and Holders of ~~Notes~~exchange notes are referred to the Indenture and the Trust Indenture Act for a statement thereof. The following summary of the material provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, including the definitions therein of certain terms used below. Copies of the proposed form of Indenture ~~and Registration Rights Agreement~~ can be requested ~~by prospective investors~~ from the Company at the address and telephone number set forth under "Where You Can Find More Information." The definitions of certain terms used in the following summary are set forth below under "Certain Definitions." For purposes of this "Description of the Notes," the term "Company" refers only to Vail Resorts, Inc. and not to any of its ~~Subsidiaries and the term "Notes" refers to both the outstanding notes and the exchange notes.~~Subsidiaries.

The Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future Senior Debt of the Company. As of October 31, 2001, after giving pro forma effect to the offering of the outstanding notes (the "Offering") and the application of the net proceeds therefrom, the Company and the Guarantors would have had consolidated Senior Debt of approximately $87.2 million outstanding. The Indenture, subject to certain limitations, permits the incurrence of additional Senior Debt in the future. As of the date of ~~the Indenture,~~this prospectus, all of the Company's consolidated Subsidiaries ~~will be~~are Restricted Subsidiaries, other than ~~Boulder/Beaver, LLC, Colter Bay Corporation,~~Gros Ventre Utility Company, Eagle Park Reservoir Company, First Chair Housing Trustee, LLC, Forest Ridge Holdings, Inc., ~~Gros Ventre Utility~~Gore Creek Place, LLC, Hunkidori Land Company, ~~Jackson Lake Lodge Corporation, Jenny Lake Lodge,~~LLC, TCRM Company, Stagecoach Development, LLC, Black Diamond Insurance, Inc., Ever Vail, LLC, Larkspur Restaurant & Bar, LLC, Mountain Thunder, Inc.~~, Resort Technology Partners, LLC, RT Partners, Inc., SSI Venture, LLC, Vail Associates Investments, Inc.~~ and ~~VR Holdings, Inc.~~One River Run, LLC. However, under certain circumstances, the Company iswill be able to designate current or future Subsidiaries as Unrestricted Subsidiaries. Unrestricted Subsidiaries ~~will~~are not be subject to many of the restrictive covenants set forth in the Indenture.

The obligations of the Company under the Notes are guaranteed, jointly and severally on a senior subordinated basis, by the Guarantors. The Subsidiary Guarantee of each Guarantor is subordinated in right of payment to all existing and future Senior Debt of such Guarantor. See ~~"--Subsidiary~~"—Subsidiary Guarantees." ~~-38-~~

The ~~Notes are limited~~Company will issue up to $390 million in aggregate principal amount ~~to $300,000,000 (of which $160,000,000 were issued~~of exchange notes in the ~~Offering)~~exchange offer. The Company may issue additional notes under the Indenture from time to time after this exchange offer. Any issuance of additional notes is subject to all of the covenants in the Indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Notes and any additional notes subsequently issued under the Indenture will ~~mature on May 15, 2009.~~be treated as a single class for all purposes under the Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase.

Interest on the Notes ~~will accrue~~accrues at the rate of ~~8 3/4%~~6.50% per annum and ~~will be~~is payable semi-annually in arrears on May 151 and November 151 of each year ~~commencing on May 15, 2002,~~ to Holders of record on the immediately preceding ~~May 1~~April 15 and ~~November 1,~~October 15, respectively. ~~Interest~~Holders whose outstanding notes are exchanged for exchange notes will not receive a payment in respect of interest accrued but unpaid on ~~the Notes will accrue~~ such outstanding notes

from the most recent interest payment date up to but excluding the settlement date. Instead, interest on the exchange notes received in exchange for such outstanding notes will (i) accrue from the last date on which interest ~~has been~~was paid ~~or,~~on such outstanding notes and (ii) accrue at the same rate as and be payable on the same dates as interest was payable on such outstanding notes. However, if noany interest ~~has been paid, from~~payment occurs prior to the settlement date on any outstanding notes already tendered for exchange in the exchange offer, the holder of ~~original issuance. Interest~~such outstanding notes will be entitled to receive such interest payment.

Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of and premium, if any, ~~interest~~ and ~~Liquidated Damages,~~interest, if any, on the Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest ~~and Liquidated Damages~~ may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes;provided that all payments of principal, premium, if any, ~~interest~~ and ~~Liquidated Damages,~~interest, if any, with respect to Notes the Holders of which have given wire transfer instructions to the Company, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders ~~thereof.~~thereof;provided further that as long as the Notes are held through The Depository Trust Company ("DTC"), such payment will be made to DTC. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee maintained for such purpose. The Notes ~~will be~~are issued in denominations of ~~$1,000~~$2,000 and integral multiples of $1,000 in excess thereof.

The payment (by set-off, redemption, repurchase or otherwise) of principal of and premium, if any, ~~interest~~ and ~~Liquidated Damages,~~interest, if any, on the Notes (including with respect to any repurchases of the Notes) is subordinated in right of payment, as set forth in the Indenture, to the prior payment in full in cash or, at the option of the holders of Senior Debt of the Company, in Cash Equivalents, of all Obligations in respect of Senior Debt of the Company, whether outstanding on the date of the Indenture or thereafter incurred.

Upon any distribution to creditors of the Company upon any liquidation, dissolution or winding up of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, whether voluntary or involuntary, an assignment for the benefit of creditors or any ~~marshalling~~marshaling of the Company's assets and liabilities, the holders of Senior Debt of the Company ~~are~~will be entitled to receive payment in full in cash or, at the option of the holders of Senior Debt of the Company, in Cash Equivalents, of all Obligations due or to become due in respect of such Senior Debt (including interest after the commencement of any such proceeding, at the rate specified in the applicable Senior Debt) before the Holders of Notes ~~are~~will be entitled to receive any payment of principal of, or premium, if any, ~~interest~~ or ~~Liquidated Damages,~~interest, if any, on the Notes, and until all Obligations with respect to Senior Debt of the Company are paid in full in cash or, at the option of the holders of Senior Debt of the Company, in Cash Equivalents, any distribution of any kind or character to which the Holders of Notes would be entitled shall be made to the holders of Senior Debt of the Company (except that Holders of Notes may receive Permitted Junior Securities and payments made from the trust described under ~~"--Legal~~"—Legal Defeasance and Covenant Defeasance" or ~~"--Satisfaction~~"—Satisfaction and Discharge of the Indenture"). ~~-39-~~

The Company also shall not, directly or indirectly, (x) make any payment of principal of, or premium, if any, ~~interest~~ or ~~Liquidated Damages,~~interest, if any, on the Notes (except in Permitted Junior Securities or from the trust described under ~~"--Legal~~"—Legal Defeasance and Covenant Defeasance" or ~~"--Satisfaction~~"—Satisfaction and Discharge of the Indenture," if no default of the kind referred to in clause (i) below had occurred and was continuing, and no Payment Blockage Notice (as defined below) was in effect, at the time amounts were deposited with the Trustee as described therein) or (y) acquire any of the Notes for cash or property or otherwise or make any other distribution with respect to the Notes if (i) any default occurs and is continuing in the payment when due, whether at maturity, upon any redemption, by declaration

or otherwise, of any principal of, or premium, if any, or interest on, any Designated Senior Debt of the Company or (ii) any other default occurs and is continuing with respect to Designated Senior Debt of the Company that permits holders of the Designated Senior Debt of the Company as to which such default relates to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the holders of such Designated Senior Debt of the Company. Payments on the Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived or otherwise has ceased to exist and (b) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or otherwise has ceased to exist or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt of the Company has been accelerated and such acceleration remains in full force and effect. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such nonpayment default shall have been waived for a period of not less than 90 days. Each Holder by such Holder's acceptance of ~~a Note~~an exchange note irrevocably agrees that if any payment or payments shall be made pursuant to the Indenture and the amount or total amount of such payment or payments exceeds the amount, if any, that such Holder would be entitled to receive upon the proper application of the subordination provisions of the Indenture, then such Holder will be obliged to pay over the amount of such excess payment to the holders of Senior Debt of the Person that made such payment or payments or their representative or representatives, as instructed in a written notice of such excess payment, within ten days of receiving such notice.

The Indenture further requires that the Company promptly notify holders of Senior Debt of the Company and the Guarantors if payment of the Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a liquidation or insolvency, Holders of Notes may recover less ratably than creditors of the Company who are holders of Senior Debt. On a pro forma basis, after giving effect to the Offering and the application of the net proceeds therefrom, the principal amount of consolidated Senior Debt of the Company and Guarantors outstanding at October 31, 2001 would have been approximately $87.2 million. The Indenture limits, through certain financial tests, the amount of additional Indebtedness, including Senior Debt, that the Company and its Restricted Subsidiaries can incur. See ~~"--Certain Covenants--Incurrence~~"—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." ~~"Designated~~

"Designated Senior ~~Debt"~~Debt" of any Person means (i) any Indebtedness of such Person outstanding under the Credit Agreement and (ii) any other Senior Debt of such Person, the principal ~~-40-~~ amount of which is $25 million or more and that has been designated by the Company as "Designated Senior Debt" of such Person. ~~"Permitted~~

"Permitted Junior ~~Securities"~~Securities" means Equity Interests (other than Disqualified Stock) in the Company or debt securities that are subordinated to all Senior Debt of the issuer of such debt securities (and any debt securities issued in exchange for Senior Debt of the issuer of such debt securities) to substantially the same extent as, or to a greater extent than, the Notes are subordinated to Senior Debt. ~~"Senior Debt"~~

"Senior Debt" of any Person means (i) the Obligations of such Person under the Credit Agreement, including, without limitation, Hedging Obligations and reimbursement obligations in respect of letters of credit and bankers acceptances, and (ii) any other Indebtedness of such Person, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes. Notwithstanding anything to the contrary in the foregoing, Senior Debt of a Person will not include ~~(u) any Indebtedness represented by the Existing Notes or by any Guarantee of the Existing Notes,~~ (v) any obligation to, in respect of or imposed by any environmental, landfill, waste management or other regulatory governmental agency, statute, law or court order, (w) any liability for federal, state, local or other taxes, (x) any Indebtedness of such Person to any of its Subsidiaries or other Affiliates, (y) any trade payables or (z) any Indebtedness that is incurred by such Person in violation of the Indenture (except to the extent that the original holder

thereof relied in good faith after being provided with a copy of the Indenture upon an ~~Officer's~~Officers' Certificate of such Person to the effect that the incurrence of such Indebtedness did not violate the Indenture).

The Company's payment obligations under the Notes are jointly and severally guaranteed (the "Subsidiary Guarantees") by all of the Company's existing consolidated Subsidiaries ~~existing on~~that guarantee the ~~Closing Date, other than Boulder/Beaver, LLC, Colter Bay~~obligations of The Vail Corporation Eagle Park Reservoir Company, Forest Ridge Holdings, Inc., Gros Ventre Utility Company, Jackson Lake Lodge Corporation, Jenny Lake Lodge, Inc., Mountain Thunder, Inc., Resort Technology Partners, LLC, RT Partners, Inc., SSI Venture, LLC, Vail Associates Investments, Inc. and VR Holdings, Inc. See Note 14 to "Consolidated Financial Statements" included in our Annual Report on Form 10-K incorporated by reference herein. In addition, VA Rancho Mirage Resort, L.P. and Rockresorts International, LLC (and its subsidiaries), each of which was acquired byunder the ~~Company on November 15, 2001, and VAMHC, Inc., which was acquired by the Company on December 17, 2001, became Guarantors pursuant to the Supplemental Indenture on January 16, 2002.~~Credit Agreement. The Subsidiary Guarantee of each Guarantor are subordinated in right of payment to the same extent as the obligations of the Company in respect of the Notes, as set forth in the Indenture, to the prior payment in full in cash or, at the option of the holders of Senior Debt of such Guarantor, in Cash Equivalents, of all Senior Debt of such Guarantor, which would include any Guarantee issued by such Guarantor that constitutes Senior Debt of such Guarantor, including Guarantees of Indebtedness under the Credit Agreement. The Indenture provides that if the Company or any of its Restricted Subsidiaries shall acquire or create another Restricted Subsidiary after the Closing Date, or any Unrestricted Subsidiary shall cease to be an Unrestricted Subsidiary and shall become a Restricted Subsidiary, then, unless such Subsidiary is not required to guarantee and has not guaranteed the Company's Obligations under the Credit Agreement ~~-41-~~ and has not guaranteed any other Indebtedness of the Company or any Restricted Subsidiary, such Subsidiary shall become a Guarantor in accordance with the terms of the Indenture. A Subsidiary shall, without limitation, be deemed to have guaranteed Indebtedness of another Person if such Subsidiary has Indebtedness of the kind described in clause (ii) or clause (iii) of the definition of the term "Indebtedness." The obligations of each Guarantor under its Subsidiary Guarantee will be limited to the maximum amount that would not result in the obligations of such Guarantor under its Subsidiary Guarantee constituting a fraudulent conveyance under applicable law.

The Indenture provides that no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to another Person, unless (i) the Person formed by or surviving such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and expressly assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes and the Indenture and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. The provisions of clause (i) of the preceding sentence shall not apply if the Person formed by or surviving the relevant consolidation or merger or to which the relevant sale, assignment, transfer, lease, conveyance or other disposition shall have been made is the Company, a Guarantor or a Person that is not, after giving effect to such transaction, a Restricted Subsidiary of the Company.

The Indenture provides that in the event of (i) a merger or consolidation to which a Guarantor is a party, then the Person formed by or surviving such merger or consolidation (if, after giving effect to such transaction, other than the Company or a Restricted Subsidiary of the Company) shall be released and discharged from the obligations of such Guarantor under its Subsidiary Guarantee, (ii) a sale or other disposition (whether by merger, consolidation or otherwise) of all of the Equity Interests of a Guarantor at the time owned by the Company and its Restricted Subsidiaries to any Person that, after giving effect to such transaction, is neither the Company nor a Restricted Subsidiary of the Company, or (iii) the release and discharge of a Guarantor from all obligations under Guarantees of (x) Obligations under the Credit Agreement and (y) any other Indebtedness of the Company or any of its Restricted Subsidiaries, then in each such case such Guarantor shall be released and discharged from its obligations under its Subsidiary Guarantee;provided that, in the case of each of

clauses (i) and (ii), (a) the relevant transaction is in compliance with the Indenture, and (b) the Person being released and discharged shall have been released and discharged from all obligations it might otherwise have under Guarantees of Indebtedness of the Company or any of its Restricted Subsidiaries and, in the case of each of clauses (i), (ii) and (iii), immediately after giving effect to such transaction, no Default or Event of Default shall exist.

Except as described below, the Notes are not redeemable at the Company's option prior to May ~~15, 2004.~~1, 2014. Thereafter, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid ~~inter- -42-~~ ~~est and Liquidated Damages,~~interest, if any, thereon to the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on May 151 of the years indicated below: Year Percentage ---- ---------- 2004........................................... 104.375% 2005........................................... 102.916% 2006........................................... 101.458% 2007 and thereafter............................ 100.000%

Notwithstanding the foregoing, at any time on or prior to May ~~15, 2002,~~1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes theretofore issued under the Indenture at a redemption price equal to ~~108.75%~~106.50% of the principal amount thereof, plus accrued and unpaid interest, ~~and Liquidated Damages,~~ if any, thereon to the redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings;provided that (i) at least 65% of the aggregate principal amount of Notes theretofore issued remain outstanding immediately following each such redemption and (ii) such redemption shall occur within 60 days of the closing of any such Equity Offering.

In addition, ~~upon the occurrence of a Change of Control (as defined below)~~ at any time prior to May ~~15, 2004,~~1, 2014, the Company may redeem all or part of the Notes ~~will be subject~~at a redemption price equal to ~~redemption at any time at~~ the ~~option~~sum of (i) 100% of the ~~Company, in whole or in part, upon not less than 30 nor more than 60 days' notice given within 30 days following such Change~~principal amount thereof,plus (ii) the Applicable Premium as of ~~Control, at~~ the ~~Make-Whole Price,~~ date of redemption,plus (iii) accrued and unpaid interest, ~~and Liquidated Damages,~~ if any, ~~thereon~~ to the ~~applicable~~date of redemption, subject to the rights of Holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and ~~appropriate; provided that no~~appropriate subject to the applicable procedures of DTC. No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any exchange note is to be redeemed in part only, the notice of redemption that relates to such exchange note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original exchange note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of Notes called for redemption.

Except as set forth below under ~~"--Repurchase~~"—Repurchase at the Option of Holders," the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. ~~-43-~~

Upon the occurrence of a Change of Control, unless notice of redemption of the ~~notes~~Notes in whole has been given pursuant to the provisions of the Indenture described above under "Optional Redemption," the Company will be obligated to make an offer (a "Change of Control Offer") to each Holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, ~~and Liquidated Damages,~~ if any, thereon to the date of purchase (the "Change of Control Payment").

Within 30 days following a Change of Control, the Company will mail (or otherwise transmit in accordance with the applicable procedures of DTC) a notice to each Holder with a copy to the Trustee describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. In addition, the Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control.

On the Change of Control Payment Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail ~~or deliver~~(or otherwise transmit in accordance with the applicable procedures of DTC) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new ~~Note~~note equal in principal amount to any unpurchased portion of the Notes surrendered, if any;provided that each such new ~~Note~~note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Company iswill not be required to make a Change of Control Offer following a Change of Control if a third party makes such a Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all ~~notes~~Notes validly tendered and not withdrawn pursuant to such Change of Control Offer.

The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. However, restrictions in the Indenture described herein on the ability of the Company and its Restricted Subsidiaries to incur additional Indebtedness, to grant Liens on their respective properties, to make Restricted Payments and to make Asset Sales may also make more difficult or ~~-44-~~

discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require repurchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by their management. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders of Notes protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The Credit Agreement ~~prohibits~~restricts the ~~Company from repurchasing any~~Company's ability to repurchase Notes ~~without the prior written consent of lenders holding a majority of the commitments under the Credit Agreement.~~in certain circumstances. Any other credit agreements or other agreements governing indebtedness to which the Company becomes a party may contain similar restrictions and provisions and may, like the Credit Agreement, provide that certain change of control events with respect to the Company would constitute events of default thereunder. In the event a Change of Control occurs at a time when the Company is prohibited from repurchasing Notes, the Company could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance or repay the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from repurchasing Notes. In such case, the Company's failure to repurchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of the Notes.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

The Indenture provides that the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) the Company (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of (x) cash or Cash Equivalents or (y) a controlling interest in another business or fixed or other long-term assets, in each case, in a Similar Business;provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets or Equity Interests such that the Company or such Restricted Subsidiary are released from further liability and (b) any securities, ~~-45-~~ ~~Notes~~notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days or are guaranteed (by means of a letter of credit or otherwise) by an institution specified in the definition of "Cash Equivalents" (to the extent of the cash received or the obligations so guaranteed) shall be deemed to be cash or Cash Equivalents for purposes of this provision, subject to application as provided in the following paragraph.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company, at its option, may (i) apply such Net Proceeds to permanently prepay, repay or reduce any Senior Debt of the Company (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) or (ii) apply such Net Proceeds to the acquisition of a controlling interest in another business, the making of a capital expenditure in or the acquisition of other long-term assets that are used or useful in each case, in a Similar Business (or enter into a binding agreement to purchase such business or ~~determine~~assets or make such capital expenditure;provided that if such binding agreement ceases to ~~retain~~be in full force and effect during such 365-day period, the Company may enter into another such binding agreement;provided further that if such binding agreement ceases to be in full force and effect after such 365-day period, any portion of the Net Proceeds of such Asset Sale not applied or invested pursuant to ~~the extent~~ such ~~Net Proceeds~~binding agreement shall constitute ~~such a controlling interest or long-term asset in a Similar Business.~~Excess Proceeds).

Pending the final application of any such Net Proceeds, the Company may invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds ~~$10~~$35 million, the Company will be required to make an offer to all Holders of Notes (and holders of other Indebtedness of the Company ~~including the Existing Notes,~~ to the extent required by the terms of such other Indebtedness) (an "Asset Sale Offer") to purchase the maximum principal amount of Notes (and such other Indebtedness) that does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, ~~and Liquidated Damages,~~ if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes (and such other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes (and such other Indebtedness) tendered exceeds the amount of Excess Proceeds, the Notes (and such other Indebtedness) to be purchased will be selected on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Asset Sale Offer must be commenced within 60 days following the date on which the aggregate amount of Excess Proceeds exceeds ~~$10~~$35 million and remain open for at least 30 and not more than 40 days (unless otherwise required by applicable law). The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of ~~notes~~Notes pursuant to an Asset Sale Offer.

The Credit Agreement ~~prohibits~~restricts the ~~Company from repurchasing any~~Company's ability to repurchase Notes ~~without the prior written consent of lenders holding a majority of the commitments under the Credit Agreement.~~in certain circumstances. Any other credit agreements or other agreements governing indebtedness to which the Company becomes a party may contain similar restrictions and provisions. In the event the Company is required to make an Asset Sale Offer at a time when the Company is prohibited from repurchasing Notes, the Company could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance or repay the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from repurchasing Notes. In such case, the Company's failure to repurchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Credit Agreement. In such ~~circum- -46-~~ ~~stances,~~circumstances, the subordination provisions in the Indenture would likely restrict payments to the Holders of the Notes.

Any other credit agreements or other agreements governing indebtedness to which the Company becomes a party may require that the Company and its Subsidiaries apply all proceeds from certain asset sales to repay in full outstanding obligations thereunder prior to the application of such proceeds to repurchase outstanding Notes.

then, beginning on that day, the covenants specifically listed under the following captions in this registration statement will be terminated:

The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company's Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries held by any Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company or any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, except a regularly scheduled payment of interest or principal or sinking fund payment (other than the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment: ~~(a)~~

provided,however, that at the time of and after giving effect to, any Restricted Payment permitted under clause ~~(iv)~~(4), (6), (7), (8), (9) or ~~(vi)~~(10) no Default or Event of Default shall have occurred and be continuing.

In the case of any Restricted Payments made other than in cash, the amount thereof shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any such asset(s) or securities shall be determined in good faith by the Board of Directors of the Company. Where the amount of any Investment made other than in cash is otherwise required to be determined for purposes of the Indenture, then unless otherwise specified such amount shall be the fair market value thereof on the date of such Investment, and fair market value shall be determined in good faith by the Board of Directors of the Company.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments (including without limitation any direct or indirect obligation to subscribe for additional Equity Interests or maintain or preserve such subsidiary's financial condition or to cause such person to achieve any specified level of operating results) by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Investments at the time of such designation and, except to the extent, if any, that such Investments are Permitted Investments at such time, will reduce the amount otherwise available for Restricted Payments. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation. Such designation will only be permitted if such Investment would be permitted at such time and if such Restricted Subsidiary otherwise meets (or would meet concurrently with the effectiveness of such designation) the definition of an Unrestricted Subsidiary.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under the ~~cove- -49-~~ ~~nant~~covenant described under the caption ~~"Incurrence~~"—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," and (ii) no Default or Event of Default would be in existence following such designation. To the extent that Unrestricted Subsidiaries were designated as such under the Existing Note Indenture after the issuance of the Existing notes on May 11, 1999 and on or prior to the date of the Indenture, and such designation resulted in or constituted Restricted Payments and/or Permitted Investments under the Existing note Indenture, such designations shall be deemed to have resulted in or constituted Restricted Payments and/or Permitted Investments under the Indenture.

The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) and that the Company's Restricted Subsidiaries will not issue any shares of Preferred Stock (other than to the Company or a Restricted Subsidiary of the Company);provided,however, that the Company and the Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) if the Consolidated Interest Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been equal to or greater than 2 to 1, determined on a pro forma basis, as if the additional Indebtedness had been incurred at the beginning of such four-quarter period and no Event of Default shall have occurred and be continuing after giving effect on a pro forma basis to such incurrence.

The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): ~~(i)~~

For purposes of determining the amount of any Indebtedness of any Person under this ~~covenant,~~covenant: (a) the principal amount of any Indebtedness of such Person arising by reason of such Person having granted or assumed a Lien on its property to secure Indebtedness of another Person shall be the lower of the fair market value of such property and the principal amount of such Indebtedness outstanding (or committed to be advanced) at the time of determination; (b) the amount of any Indebtedness of such Person arising by reason of such Person having Guaranteed Indebtedness of another Person where the amount of such Guarantee is limited to an amount less than the principal amount of the Indebtedness so Guaranteed shall be such amount as so limited; and (c) Indebtedness shall not include a non-recourse pledge by the Company or any of its Restricted Subsidiaries of Investments in any Person that is not a Restricted Subsidiary of the Company to secure the Indebtedness of such Person.

For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses ~~(i)~~(1) through ~~(xii)~~(10) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company, in its sole discretion, either (a) shall classify (and may later reclassify) such item of Indebtedness in one of such categories in any manner that complies with this covenant or

(b) shall divide and classify (and may later redivide and reclassify) such item of Indebtedness into more than one of such categories pursuant to such first paragraph.

The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness on any asset now owned or ~~here after~~hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens.

The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (i) (a) pay dividends or make any other distributions to the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits, or (b) pay any indebtedness or other obligations owed to the Company or any of its Restricted Subsidiaries, (ii) make loans or advances to the Company or any of its Restricted Subsidiaries, (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries or (iv) guarantee the Notes or any renewals or refinancings thereof, in each case except for such encumbrances or restrictions (other than encumbrances and restrictions in respect of clause (iv) of this sentence) existing under or by reason of (a) Existing Indebtedness, ~~as in effect on May 11, 1999,~~ (b) the Credit Agreement ~~(as defined in the Existing Note Indenture) as in effect on May 11, 1999, and~~(and any amendments, modifications, ~~re- -52-~~ ~~statements,~~restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof;provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive with respect to such dividend and other payment restrictions than those contained in the Credit ~~Agreement (as defined in the Existing Note Indenture) as in effect on May 11, 1999,~~Agreement), (c) ~~(x) the Existing notes, any Guarantee thereof and the Existing note Indenture and (y)~~ the Notes, any Guarantee thereof and the Indenture, (d) applicable law, rule or regulation, (e) any ~~instrument governing Indebtedness or Equity Interests of~~agreement binding on a Person acquired by the Company or any of its Restricted Subsidiaries, as in effect at the time of such acquisition (except to the extent such ~~Indebtedness or Equity Interests were incurred~~agreement was entered into in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the Equity Interests, properties or assets of any Person, other than the Person, or the Equity Interests, property or assets of the Person, so acquired;provided that, in the case of any agreement in respect of Indebtedness, such Indebtedness was permitted by the Indenture, (f) by reason of customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (g) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (iii) above on the property so acquired or proceeds therefrom, (h) customary restrictions in asset or stock sale agreements limiting transfer of such assets or stock pending the closing of such sale, (i) customary non-assignment provisions in contracts entered into in the ordinary course of business, or (j) Permitted Refinancing ~~Indebtedness;~~ Indebtedness,provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being ~~refinanced.~~ refinanced, or (k) the Northstar Leases.

The Indenture provides that the Company may not consolidate or merge with or into (whether or not the Company is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another Person unless (i) the Company is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a Person organized or existing under the laws

of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such transaction no Default or Event of Default exists; and (iv) except in the case of a merger of the Company with or into a Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, ~~(a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of the Company, immediately preceding the transaction and (b)~~ will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption ~~"Incurrence~~"—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." ~~-53-~~

Nothing contained in the foregoing paragraph shall prohibit (i) any Restricted Subsidiary from consolidating with, merging with or into or transferring all or part of its properties and assets to the Company or (ii) the Company from merging with an Affiliate for the purpose of reincorporating the Company in another jurisdiction to realize tax or other benefits;provided,however, that in connection with any such merger, consolidation or asset transfer no consideration other than common stock (that is not Disqualified Stock) in the surviving Person or the Company shall be issued or distributed.

The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of ~~$5.0~~$10 million, a Board Resolution authorizing and determining the fairness of such Affiliate Transaction approved by a majority of the independent members of the Board of Directors of the Company and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of ~~$15.0~~$60 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The foregoing provisions will not prohibit (i) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors, employees, agents or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management including, without limitation, any issuance of Equity Interests of the Company pursuant to stock option, stock ownership or similar plans; (ii) transactions between or among the Company and/or its Restricted Subsidiaries; (iii) any agreement or arrangement as in effect on ~~May 11, 1999~~the date of the Indenture and publicly disclosed in a document filed under the Exchange Act or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not more disadvantageous to the Company or its Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on ~~May 11, 1999;~~the date of the Indenture; (iv) loans or advances to employees and officers of the Company and its

Restricted Subsidiaries not in excess of $5 million at any time outstanding; and (v) any Permitted Investment or any Restricted Payment that is permitted by the provisions of the Indenture described above under the caption "Restricted Payments."

The Indenture provides that (a) the Company will not, directly or indirectly, incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is by its terms subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in ~~-54-~~ right of payment to the Notes and (b) no Guarantor will, directly or indirectly, incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is by its terms subordinate or junior in right of payment to any Senior Debt of such Guarantor and senior in any respect in right of payment to the Subsidiary Guarantee of such Guarantor.

The Indenture provides that if any Restricted Subsidiary of the Company after the date of the Indenture shall become or be required to become a guarantor under the Credit Agreement or shall become a guarantor of any other Indebtedness of the Company or any Restricted Subsidiary, then such Restricted Subsidiary shall become a Guarantor, in accordance with the terms of the Indenture;provided that if such Restricted Subsidiary is released and discharged from all obligations under such guarantees, it shall be released and discharged from its obligations under its Subsidiary Guarantee as described under ~~"--Subsidiary~~"—Subsidiary Guarantees" above.

The Indenture provides that neither the Company nor any of its Restricted Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

The Indenture provides that, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms and, with respect to the annual information only, a report thereon by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company will file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and its Restricted Subsidiaries will agree that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Act.

The Indenture provides that each of the following constitutes an Event of Default: (i) default for 30 days in the payment when due of interest on ~~or Liquidated Damages, if any, with respect to,~~ the Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in ~~-55-~~ payment when due (whether payable at maturity, upon redemption or repurchase or otherwise) of the principal of or premium, if any, on the

Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the caption ~~"Merger,~~"—Merger, Consolidation or Sale of Assets"; (iv) failure by the Company to comply with the provisions described under the ~~captions "Change~~caption "—Repurchase at the Option of Holders—Change of Control" or ~~"Asset Sale"~~"—Repurchase at the Option of Holders—Asset Sales" (whether or not prohibited by the subordination provisions of the Indenture) (other than a failure to purchase ~~notes~~Notes pursuant to an offer commenced under such provisions, which shall be subject to clause (ii) above) for 30 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of its other agreements in the Indenture or the Notes other than those referred to in ~~clauses~~clause (i), (ii), (iii) or (iv) above; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Significant Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the Closing Date, which default (a) is caused by a failure to pay principal after final maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates ~~$10~~$35 million or more without such Indebtedness being discharged or such acceleration having been cured, waived or rescinded within 30 days of acceleration; (vii) failure by the Company or any of its Significant Subsidiaries to pay final judgments aggregating in excess of ~~$10~~$35 million and either (a) any creditor commences enforcement proceedings upon any such judgment or (b) such judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Guarantee of the Notes by a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any Person acting on behalf of any such Guarantor shall deny or disaffirm its obligations under its Guarantee of the Notes; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries.

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes and all other Obligations thereunder to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest, ~~or Liquidated Damages,~~ if any) if it determines that withholding notice is in their interest. ~~-56-~~

In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company or any Guarantor with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest, ~~or Liquidated Damages,~~ if any, on the Notes.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Incorporators and Stockholders

No director, officer, employee, incorporator, manager, member, partner or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or such Guarantor under the Notes, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting ~~a Note~~an exchange note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes ("Legal Defeasance") except for (i) the rights of Holders of outstanding Notes to receive payments in respect of the principal of and premium, if any, ~~interest~~ and ~~Liquidated Damages,~~interest, if any, on the Notes when such payments are due from the trust referred to below, (ii) the Company's obligations with respect to the Notes concerning issuing temporary ~~Notes,~~notes, registration of ~~Notes,~~notes, mutilated, destroyed, lost or stolen ~~Notes~~notes and the maintenance of an office or agency for payment and money for security payments held in trust, (iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith and (iv) the Legal Defeasance provisions of the Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including ~~non-payment,~~nonpayment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes. ~~-57-~~

In order to exercise either Legal Defeasance or Covenant ~~Defeasance,~~Defeasance: (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable ~~Government Securities,~~government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium, if any, ~~interest~~ and ~~Liquidated Damages,~~interest, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date; (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Closing Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes, as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the

United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit); (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (vi) the Company shall have delivered to the Trustee an opinion of counsel to the effect that after the 91st day following the deposit, the trust fund will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (vii) the Company must deliver to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and (viii) the Company must deliver to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

The obligations of the Company and the other Guarantors under the Indenture will terminate when (i) either (a) all outstanding Notes have been delivered to the Trustee for cancellation, or (b) all such Notes not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable within one year or are to be called for redemption within one year under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company and the Company has irrevocably deposited or caused to be deposited with the Trustee, in trust, funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of (and premium, if ~~any, on)~~any) and interest, ~~and Liquidated Damages,~~ if any, to the date of maturity ~~-58-~~ or date of redemption, (ii) the Company has paid or caused to be paid all sums payable by the Company under the Indenture, and (iii) the Company has delivered an Officers' Certificate and an Opinion of Counsel relating to compliance with the conditions set forth in the Indenture.

A Holder may transfer or exchange the Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any ~~Note~~exchange note selected for redemption. Also, the Company is not required to transfer or exchange any ~~Note~~exchange note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes.

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and any existing default or compliance with any provision of the Indenture or the Notes ~~thereof~~ may be waived with the consent of the Holders of a

majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the fixed maturity of any exchange note or alter the provisions with respect to the price to be paid, or the timing of redemption or payment, upon redemption of the Notes or, after the Company has become obligated to make a Change of Control Offer or an Asset Sale Offer, amend, change or modify the obligation of the Company to make or consummate such Change of Control Offer or Asset Sale Offer; (iii) reduce the rate of or change the time for payment of interest, ~~or Liquidated Damages,~~ if any, on any ~~Note;~~exchange note; (iv) waive a Default or Event of Default in the payment of principal of or premium, ~~interest~~if any, or ~~Liquidated Damages,~~interest, if any, on the Notes (except a rescission of acceleration of the ~~notes~~Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any ~~Note~~exchange note payable in money other than that stated in the Notes; (vi) except pursuant to the terms of the Indenture, release any Guarantor from its Guarantee of the Notes; (vii) make any change in the subordination provisions in the Indenture that adversely affects the rights of any Holder of any Notes in any material respect or any change to any other provision thereof that adversely affects the rights of any Holder of Notes under the subordination provisions of the Indenture in any material respect (it being understood that amendments to the provisions of the Indenture described above under the caption ~~"Certain Covenants--Incurrence~~"—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" which may have the effect of increasing the amount of Senior Debt that the Company and its Restricted Subsidiaries may incur shall not, for purposes of this clause (vii), be deemed to be a change that adversely affects in a material respect the rights of any Holder of Notes ~~-59-~~ under the subordination provisions of the Indenture); or (viii) make any change in the foregoing amendment and waiver provisions.

Notwithstanding the foregoing, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture and the Notes toto: (a) cure any ambiguity, defect or ~~inconsistency,~~inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated ~~Notes,~~Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger, consolidation or sale of ~~assets,~~assets; (d) to provide security for the ~~Notes,~~Notes; (e) to add a ~~Guarantor,~~Guarantor; (f) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder in any material ~~respect, or~~respect; (g) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture ~~Act.~~Act; (h) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision of this Description of the Notes to the extent that such provision in this Description of the Notes was intended to be a verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes; (i) to comply with the rules of any applicable securities depositary; or (j) or to provide for a successor trustee in accordance with the terms of the Indenture or to otherwise comply with any requirement of the Indenture.

The consent of the Holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

The Trustee has been appointed by the Company as Registrar and Paying Agent with respect to the Notes.

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days and apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to the Trustee against any loss, liability or expense.

Except as set forth below, the exchange notes ~~were sold to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act. The outstanding notes are represented by a note~~will be issued in registered, global form ~~without interest coupons (the "Rule 144A Global Note").~~in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $1,000. Exchange notes will be issued at the closing of this exchange offer only upon exchange of outstanding notes.

The Rule 144A Global Note was deposited upon issuance with the Trustee as custodian for the Depositary Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC, for credit to the accounts of DTC participants or indirect participants (each as defined below). -60- ~~The new~~exchange notes initially will be represented by one or more notes in registered, global form without interest coupons ~~(the "Exchange~~ ("Global ~~Notes" and, together with the Rule 144A Global Note, the "Global~~ Notes"). The ~~Exchange~~ Global Notes will be deposited ~~on the date of the acceptance for exchange of the outstanding notes and the~~upon issuance ~~of the exchange notes~~ with the Trustee as custodian for ~~DTC~~The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of ~~Cede & Co. as~~DTC or its nominee, ~~of DTC,~~ in each case for credit to an account of a direct or indirect participant in DTC as described below. Beneficial interests in the ~~accounts of DTC "participants"~~Global Notes may be held through the Euroclear System ("Euroclear") and ~~"indirect participants" (each as defined below)~~Clearstream Banking, S.A. ("Clearstream") (as indirect participants in DTC). Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for ~~Notes~~notes in certificated form except in the limited circumstances described below. See ~~"--Certificated Certificates." The~~ "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

The ~~descriptions~~following description of the operations and procedures of DTC, Euroclear and Clearstream ~~set forth below~~ are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to ~~change~~changes by ~~them from time to time. Neither the~~them. The Company ~~nor the initial purchasers take any~~takes no responsibility for these operations orand procedures and ~~we urge you~~urges investors to contact the ~~relevant~~ system or ~~one of its~~their participants directly to discuss these matters.

DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively,

the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised the Company ~~expects~~ that, pursuant to procedures established by ~~DTC (i)~~ it:

Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of ~~persons other than participants). Ownership~~DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in ~~the Exchange~~a Global ~~Notes~~Note to such Persons will be limited to ~~persons who have accounts with~~that extent. Because DTC ~~("participants") or persons who hold interests through participants ("indirect participants"). Holders may hold their~~can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the ~~Exchange Global Notes directly through~~ DTC ~~if they are participants in such~~ system, or ~~indirectly through organizations that are participants~~otherwise take actions in respect of such ~~system. So long as DTC, or its nominee, is the registered owner or holder of the Exchange Notes, DTC or such nominee, as the case~~interests, may be ~~will be considered~~affected by the ~~sole owner or holder~~lack of ~~the Exchange Notes represented by~~a physical certificate evidencing such ~~Exchange Global Notes for all purposes under the indenture. No beneficial owner~~interests.

Except as described below, owners of an interest in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be ~~able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for~~considered the registered owners or "Holders" thereof under the ~~indenture with~~Indenture for any purpose.

Payments in respect ~~to the Notes. Payments~~ of the principal of and interest and premium, ~~(if any), interest (including Liquidated Damages)~~if any, on a Global Note registered in the ~~Exchange Global Notes will be made to~~name of DTC or its nominee ~~as the case may~~will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Company and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, as long as the Global Notes are held through DTC, DTC shall be the registered owner ~~thereof. Neither~~of the Global Notes for all such purposes and neither the Company, the Trustee nor any agent of the Company or ~~any Paying Agent~~the Trustee has or will have any responsibility or liability ~~for~~ for:

DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal ~~premium, if any, interest (including Liquidated Damages)~~and interest), is to credit the accounts of the relevant Participants with the payment on the ~~Exchange Global Notes,~~payment date unless DTC has reason to believe it will ~~credit participants' accounts~~not receive payment on such payment date. Each relevant Participant is credited with ~~payments in amounts~~an amount proportionate to ~~their respective~~its beneficial ~~interests~~ownership of an interest in the principal amount of the ~~Exchange Global Notes~~relevant security as shown on the

records of ~~DTC or its nominee. The Company also expects that payments~~DTC. Payments by ~~participants~~the Participants and the Indirect Participants to the beneficial owners of ~~beneficial interests in the Exchange Global Notes held through such participants~~notes will be governed by standing instructions and customary ~~practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments~~practices and will be the responsibility of ~~such participants. Redemption notices~~the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be ~~sent to DTC. If less than all~~liable for any delay by DTC or any of the ~~Exchange Notes are to be redeemed, DTC's practice is to determine by lot~~Participants or the ~~amount~~Indirect Participants in identifying the beneficial owners of the ~~interest of each Participant~~exchange notes, and the Company and the Trustee may conclusively rely on and will be protected in ~~issues like~~relying on instructions from DTC or its nominee for all purposes.

Transfers between the Exchange Notes to be redeemed. Consequently, the Exchange Notes may not be redeemed pro rata from each holder of securities entitlements in the Exchange Notes. The Company expects that transfers between participants in DTCParticipants will be effected in ~~the ordinary way through DTC's same-day funds system in~~ accordance with ~~DTC rules~~DTC's procedures, and will be settled in same-day ~~funds. Transfers~~funds, and transfers between participants in Euroclear orand Clearstream will be effected ~~in the ordinary way~~ in accordance with their respective rules and operating procedures. Because of time zone differences, the securities amount of a Euroclear or Clearstream participant purchasing a security entitlement in a Exchange Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of security entitlements in a Global Security by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date. If a holder requires physical delivery of a Certificated Security for any reason, including to sell Notes to persons in states which require physical delivery of the Notes, or to pledge such securities, such holder must transfer its interest in a Exchange Global Note, in accordance with the normal procedures of DTC and with the procedures set forth in the indenture. DTC has advised the Company that it will take any action permitted to be taken by a holder of Exchange Notes (including the presentation of Exchange Notes for exchange as described below) only at the direction of one or more participants to whose account the DTC interests in the Exchange Global Notes are credited and only in respect of such portion of the aggregate principal amount of Exchange Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Indenture, DTC will exchange the Global Notes for Certificated Securities, which it will distribute to its participants and which will be legended as set forth under "Transfer Restrictions." -62- ~~Subject to compliance with the transfer restrictions applicable to the Exchange Notes, cross-market~~

Cross-market transfers between the Participants, ~~in DTC,~~ on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by ~~its~~their respective ~~depositary;~~depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving ~~security entitlements~~interests in the relevant ~~Exchange~~ Global ~~Notes~~Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Company that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as ~~follows: DTC~~to which such Participant or Participants has or have given such direction. However, if there is ~~a limited purpose trust company organized~~an Event of Default under the ~~laws of~~Notes, DTC reserves the ~~State of New York, a member of~~right to exchange the ~~Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code~~Global Notes for legended notes in certificated form, and ~~a "Clearing Agency" registered pursuant~~ to ~~the provisions of Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DTC was created~~distribute such Notes to ~~hold securities for~~ its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organizations, including Euroclear and Clearstream. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly ("indirect participants").Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures ~~in order~~ to facilitate transfers of interests in the Global ~~Note~~Notes among participants ofin DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures ~~may be discontinued~~ at any time. Neither the Company nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear ~~and~~or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

A Global Note is exchangeable for definitive Notes in registered certificated form ("Certificated ~~Securities shall~~Notes") if:

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes ~~to be issued). -63-~~ Transfer Agent, Registrar, Paying Agent and Exchange Agent The Trustee acts as the transfer agent, registrar, paying agent and exchange agent for the Notes. The Trustee, in its capacity as the paying agent, may appoint co-paying agents, which must be acceptableupon prior written notice given to the ~~Company. Registration~~Trustee by or on behalf of ~~transfers~~DTC in accordance with the Indenture. In

all cases, Certificated Notes delivered in exchange for any Global Note or ~~exchanges of~~beneficial interests in Global Notes will be registered in the ~~Notes are effected without charge~~names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

The Company ~~but~~will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, ~~holder transferring~~and interest, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Company will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The Notes represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a ~~note is required to pay~~Global Note from a Participant will be credited, and any such crediting will be reported to the ~~trustee~~relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as ~~appropriate, any tax~~a result of sales of interests in a Global Note by or ~~other governmental charges that may~~through a Euroclear or Clearstream participant to a Participant will be ~~imposed~~received with value on the settlement date of DTC but will be available in ~~connection with that transfer~~the relevant Euroclear or ~~exchange. The Company is not required to register~~Clearstream cash account only as of the business day for Euroclear or ~~cause to be registered the transfer of any note after it has been called for redemption.~~ Clearstream following DTC's settlement date.

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. ~~"Acquired Debt"~~

"Acquired Debt" means, with respect to any specified Person, (i) Indebtedness or preferred stock of any other Person existing at the time such other Person is merged with or into or ~~became~~becomes a Subsidiary of such specified Person, including, without limitation, Indebtedness or preferred stock incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. ~~"Affiliate"~~

"Additional Interest" means all additional interest owing on the outstanding notes pursuant to the Registration Rights Agreement.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession,

directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. ~~"Asset Sale"~~

"Applicable Premium" means, as determined by the Company, with respect to any exchange note on any date of redemption, the greater of:

"Asset Sale" means (i) the sale, lease, conveyance or other disposition (collectively, "dispositions") of any assets or rights (including, without limitation, by way of a Sale and Leaseback Transaction), other than dispositions of inventory or sales or leases of real estate constituting Real Estate Held for Sale in the ordinary course of business, and (ii) the issuance of Equity Interests by any Restricted Subsidiary or the disposition by the Company or a Restricted Subsidiary of Equity Interests in any of the Company's Restricted Subsidiaries (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary of the Company), in the case of either clause (i) or (ii), whether in a single transaction or a series of related transactions (a) that ~~have~~has a fair market value in excess of ~~$3.0~~$5 million or (b) for ~~net proceeds~~Net Proceeds in excess of ~~$3.0~~$5 million. Notwithstanding the foregoing, the following will be deemed not to be Asset Sales: (i) a transfer of assets by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; (ii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary; (iii) a Permitted Investment or Restricted Payment that is permitted by the covenant described above under the caption ~~"Restricted -64-~~ ~~Payment"~~"—Certain Covenants—Restricted Payments"; (iv) a disposition of Cash Equivalents solely for cash or other Cash Equivalents; (v) a disposition in the ordinary course of business of used, worn-out, obsolete, damaged or replaced equipment; (vi) the grant of licenses to third parties in respect of intellectual property in the ordinary course of business of the Company or any of its Restricted Subsidiaries, as applicable; (vii) any disposition of properties or assets that is governed by the provisions described under "Change of Control" or "Merger, Consolidation or Sale of ~~Asset"~~Assets"; ~~and~~ (viii) the granting or incurrence of any Permitted ~~Lien. "Board Resolution"~~Lien; (ix) Designated Condominium Sales; and (x) the surrender, or waiver of contract rights or settlement, release or surrender of contract, tort or other claims.

"Board Resolution" means a duly adopted resolution of the ~~Board~~board of ~~Directors~~directors of the Company in full force and effect at the time of determination and certified as such by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee. ~~"Capital~~

"Capital Lease ~~Obligation"~~Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. ~~"Capital Stock"~~

"Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (iv) any other interest or

participation that confers on a Person the right to receive a share of the profits and losses of or distributions of assets of, the issuing Person. ~~"Cash Equivalents"~~

"Cash Equivalents" means (a) marketable obligations issued or unconditionally guaranteed by the U.S. or issued by any of its agencies and backed by the full faith and credit of the U.S., in each case maturing within one year from the date of acquisition; (b) short-term investment grade domestic and eurodollar certificates of deposit or time deposits that are fully insured by the Federal Deposit Insurance Corporation or are issued by commercial banks organized under the laws of the U.S. or any of its states having combined capital, surplus and undivided profits of not less than $100,000,000 (as shown on its most recently published statement of condition); (c) commercial paper and similar obligations rated ~~"P-1"~~"P-I" by Moody's Investors Service, Inc. ("Moody's") or "A-1" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("S ~~& P"~~&P"); (d) readily marketable tax-free municipal bonds of domestic ~~issuer~~issuers rated "A-2" or better by Moody's or "A" or better by S&P, and maturing within one year from the date of issuance; and (e) mutual funds or money market accounts investing primarily in items described in clauses (a) through (d) above. ~~"Change~~

"Change of ~~Control"~~Control" means, with respect to the Company or any successor Person permitted under the covenant "Merger, Consolidation or Sale of Assets," the occurrence of any of the following: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)~~, other than Apollo and its Affiliates,~~ acquires "beneficial ownership" (as determined in accordance with Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total outstanding shares of Voting Stock (as defined) except to the extent that, and so long as, Apollo and its affiliates hold the right, by voting power, contract or otherwise, to elect or designate, and do so elect or designate, a majority of the Company's Board of Directors;; (b) the Company consolidates with or merges into any other corporation, or conveys, transfers or leases all or substantially all of its assets to any person, or any other corporation merges into the Company and, in the case of any such transaction, the outstanding common stock of the Company is changed or exchanged as a result, unless the ~~-65-~~ shareholders of the Company immediately before such transaction own, directly or indirectly, at least 51% of the outstanding shares of Voting Stock of the corporation resulting from such transaction in substantially the same proportion as their ownership of the Voting Stock immediately before such transaction (except to the extent that, and so long as, Apollo and its affiliates hold the right, by voting power or otherwise, to elect or designate, and do so elect or designate, a majority of the Board of Directors of the corporation resulting from such transaction);transaction; or (c) the first day on which more than a majority of the members of the Board of Directors of the Company are not Continuing Directors. ~~"Closing Date"~~

"Closing Date" means April 25, 2011, the date of the closing of the sale of the outstanding notes initially issued pursuant to the Indenture. ~~"Consolidated EBITDA"~~

"Completion Guaranty" means, with respect to any Real Estate Project of an Unrestricted Subsidiary, a completion guaranty or similar agreement entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries (a) guarantees the timely completion of construction of such construction project in accordance with applicable plans and specifications, the payment of all costs incurred in connection with the construction of such construction project, the payment of the premiums of all insurance required to be maintained in connection with the Real Estate Project, or such other matters customarily included by institutional lenders in a completion guaranty, or (b) otherwise indemnifies a construction lender or other party from loss resulting from a failure to timely complete and pay all costs incurred in connection with construction of any project financed by such lender or other party in accordance with the applicable plans and specifications.

"Consolidated EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, to the extent deducted in computing such Consolidated Net Income, (i) an amount equal to any extraordinary loss plus any net loss realized in connection with ~~an Asset Sale,~~a disposition of assets, (ii) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, (iii) Consolidated Interest Expense, (iv) cash severance payments, restructuring costs and ~~(iv)~~acquisition integration costs and fees, (v) any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of any such transactions, (vi) insurance proceeds received in cash under policies of business interruption insurance (or under policies of insurance which cover losses or claims of the same character or type) and (vii) depreciation and amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, minus ~~(v)~~(viii) non-cash items increasing such Consolidated Net Income, in each case, for such period without duplication on a consolidated basis and determined in accordance with GAAP. ~~"Consolidated~~

"Consolidated Interest Coverage ~~Ratio"~~Ratio" means with respect to any Person for any period, the ratio of the Consolidated Resort EBITDA of such Person for such period to the Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period. In the event that the Company or any of its Restricted Subsidiaries incurs, assumes, Guarantees, redeems, repays or otherwise retires any Indebtedness (other than revolving credit borrowings) subsequent to the commencement of the period for which the Consolidated Interest Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Consolidated Interest Coverage Ratio is made (the "Calculation Date"), then the Consolidated Interest Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, redemption, repayment or retirement of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of making the computation referred to above, (i)(a) acquisitions that have been made by the Company or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions and (b) other transactions consummated by the Company or any of its Restricted Subsidiaries with respect to which pro forma effect may be given pursuant to Article 11 of Regulation S-X under the Securities Act, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Resort EBITDA for such reference period shall be calculated without giving effect to clause (iii) of the proviso set forth in the definition of ~~Consolidated~~"Consolidated Net Income," (ii) the Consolidated Resort EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded and (iii) the ~~Con- -66-~~ ~~solidated~~Consolidated Interest Expense attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent (x) that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the referent Person or any of its Restricted Subsidiaries following the Calculation Date, or (without duplication) (y) such Consolidated Interest Expense is less than the Consolidated Resort EBITDA attributable to such discontinued operations for the same period. ~~"Consolidated~~

"Consolidated Interest ~~Expense"~~Expense" means with respect to any Person for any period the sum, without duplication, of (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of ~~debt issuance costs and~~ original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the

interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging ~~Obligations)~~Obligations but excluding amortization of debt issuance costs), (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period, (iii) any interest expense for such period on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries (whether or not such Guarantee or Lien is called upon), in each case, on a consolidated basis and in accordance with GAAP, and (iv) any Preferred Stock dividends paid in cash by the Company or any of its Restricted Subsidiaries to a Person other than the Company or any of its Restricted Subsidiaries, determined, in each case, on a consolidated basis and in accordance with GAAP. ~~"Consolidated~~

"Consolidated Leverage Ratio" means, as of any date of determination, the ratio of (i) the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries that would be required to be reflected as liabilities of the Company on a consolidated balance sheet and determined on a consolidated basis in accordance with GAAP, other than (a) any Indebtedness in respect of Existing Housing Bonds and (b) the Northstar Leases (to the extent that the Northstar Leases are classified as Capital Leases), to (ii) the Consolidated EBITDA of the Company as of such date, in each case with such pro forma adjustments to Indebtedness of the Company and its Restricted Subsidiaries and Consolidated EBITDA of the Company as are consistent with the adjustment provisions set forth in the definition of Consolidated Interest Coverage Ratio.

"Consolidated Net ~~Income"~~Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;provided that (i) the net income (but not loss) of any Person that is not a Restricted Subsidiary of such Person or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash by such Person during such period to the referent Person or a Restricted Subsidiary thereof, (ii) premiums paid and the ~~net income (but not loss)~~write-off of any ~~Restricted Subsidiary shall be excluded to~~unamortized balance of original issue discount in connection with a redemption of, or tender offer for, the ~~extent that~~Notes by the ~~declaration or payment~~Company and amortization of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders,debt issuance costs, (iii) ~~the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded, and (iv)~~ the cumulative effect of a change in accounting principles shall be ~~excluded. "Consolidated Net Worth" means, with~~excluded and (iv) non-cash compensation expenses incurred in respect ~~to any Person as~~ of any date, the consolidated stockholders' equity of such Person and its consolidated Restricted Subsidiaries as of such date, less (without duplication) amounts attributable to Disqualified Stock of such Person, in each case determined in accordance with GAAP. "Consolidatedstock option plans shall be excluded.

"Consolidated Resort ~~EBITDA"~~EBITDA" means, with respect to any Person for any period, the Consolidated EBITDA of such Person for such period minus consolidated real estate revenue of such Person and its Restricted Subsidiaries for such period plus consolidated real estate operating expenses of such Person and its Restricted Subsidiaries for such period minus any portion of such Consolidated ~~-67-~~ EBITDA attributable to Unrestricted Subsidiaries of such Person for such period, in each case as reported on such Person's consolidated statement of operations and determined on a consolidated basis and in accordance with GAAP. ~~"Continuing Directors"~~

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on ~~May 11, 1999~~the date of the Indenture or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. ~~"Credit Agreement"~~

"Credit Agreement" means that certain ~~Second~~Fifth Amended and Restated Credit Agreement, dated as of ~~November 13, 2001,~~January 25, 2011 by and among The Vail Corporation, the Lenders named therein, and Bank of America, N.A., as Administrative Agent, ~~and Banc of America Securities LLC,~~ including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. ~~"Default"~~

"Credit Facilities" means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time in one or more agreement or indentures (in each case with the same or new lenders or institutional investors), including any agreement or indenture extending the maturity thereof or otherwise restructuring all or any portion of the indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof.

"Customary Recourse Exceptions" means, with respect to any Non-Recourse Indebtedness of an Unrestricted Subsidiary, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for the bankruptcy of such Unrestricted Subsidiary, fraud, misapplication of cash, environmental claims, waste, willful destruction, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default. ~~"Disqualified Stock"~~

"Designated Condominium Sales" means the sale or other disposition of any condominium unit owned by the Company or any of its Subsidiaries at the time of this exchange offer and situated in the Ritz-Carlton Residences, Vail, Colorado and One Ski Hill Place, Breckenridge, Colorado.

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature;provided,however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an "asset sale" or "change of control" occurring on or prior to 91 days after the date on which the Notes mature shall not constitute Disqualified Stock if (1) the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable in any respect to the holders of such Capital Stock than the terms applicable to the Notes and described under the captions ~~"Repurchase~~"—Repurchase at the Option of ~~Holders--Asset~~Holders—Asset Sales" and ~~"Repurchase~~"—Repurchase at the Option of ~~Holders--Change~~Holders—Change of Control"; and (2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto. ~~"Equity Interests"~~

"Domestic Subsidiary" means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). ~~"Equity Offering"~~

"Equity Offering" means ~~(1)~~(i) a public or private sale of Capital Stock of the Company and (ii) the sale of other securities convertible or exchangeable into Capital Stock (other than Disqualified Stock) of the Company;provided that an Equity Offering shall be deemed to occur with respect to all or a portion of such securities only upon the conversion or exchange of such securities into Capital Stock. ~~-68-~~ ~~"Existing Indebtedness"~~

"Existing Housing Bonds" means the following bonds issued before June 10, 2003 and re-issuances of such bonds in accordance with the related underlying documents: (a) $10,600,000 of Eagle County, Colorado, Taxable Housing Facilities Revenue Bonds (BC Housing, LLC Project) Series 1997A and

1997B, (b) $19,980,000 of Breckenridge Terrace LLC Taxable Housing Facilities Revenue Notes (Breckenridge Terrace Project), Series 1999A and 1999B, (c) $10,410,000 of Eagle County, Colorado, Taxable Housing Facilities Revenue Bonds (The Tarnes at BC, LLC Project), Series 1999A and 1999B, and (d) $11,585,000 of the Tenderfoot Seasonal Housing, LLC Taxable Housing Facilities Revenue Notes (Tenderfoot Seasonal Housing, LLC Project), Series 2000A and 2000B; and renewals or extensions of each of the foregoing (but not increases thereof) on or after June 10, 2003.

"Existing Indebtedness" means Indebtedness of the Company and the Company's Subsidiaries (other than Indebtedness under the Credit ~~Agreement and the Existing Notes)~~Agreement) in existence on ~~May 11, 1999. "Existing Note Indenture" means~~the date of the Indenture ~~dated as~~and Indebtedness of ~~May 11, 1999 among~~Affiliates of the Company in existence on the ~~trustee named therein and~~date of the ~~guarantors named therein relating~~Indenture that is or will be required to be consolidated on the ~~Existing Notes, as supplemented on or before the Closing Date. "Existing Notes"~~Company's balance sheet in accordance with GAAP.

"Foreign Subsidiary" means ~~the $200.0 million aggregate principal amount~~any Restricted Subsidiary of ~~8 3/4% Senior Subordinated Notes due 2009 issued by~~ the Company ~~under the Existing Note Indenture and outstanding on the Closing Date. "GAAP"~~other than a Domestic Subsidiary.

"GAAP" means generally accepted accounting principles set forth in the ~~opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the~~ Financial Accounting Standards ~~Board~~Board's Accounting Standards Codification or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect in the United States ~~from time to time. "Guarantee"~~on the Closing Date.

"Guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. ~~"Guarantor"~~

"Guarantor" means (i) each of the Company's Restricted Subsidiaries that ~~is a~~are party to the Indenture on the date of execution and delivery of the Indenture and (ii) each other Person that becomes a guarantor of the obligations of the Company under the Notes and the Indenture from time to time in accordance with the provisions of the Indenture described under the caption "Certain ~~Covenants--Additional~~Covenants—Additional Subsidiary Guarantees," and their respective successors and assigns;provided, however, that "Guarantor" shall not include any Person that is released from its Guarantee of the obligations of the Company under the Notes and the Indenture as described under ~~"Subsidiary~~"—Subsidiary Guarantees." ~~"Hedging Obligations"~~

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under (i) currency exchange or interest rate swap, cap or collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange or interest rates. ~~"Indebtedness"~~

"Indebtedness" means, with respect to any Person, without duplication, (i) any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers' acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than one year after taking title to such property) or services or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP; (ii) all indebtedness of others ~~se- -69-~~ ~~cured~~secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person, the amount of such obligation, to the extent it is without recourse to such Person, being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured); (iii) to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person;provided, however, that (1) the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such ~~indebtedness~~Indebtedness less the remaining unamortized portion of the

original issue discount of such Indebtedness at such time as determined in conformity with GAAP; ~~and~~ (2) Indebtedness shall not include any liability for federal, state, local or other taxes; and (3) obligations of the Company or any Restricted Subsidiary with respect to Permitted Recourse Obligations shall not constitute Indebtedness unless and until an event or circumstance occurs that triggers the Company's or a Restricted Subsidiary's direct payment liability or reimbursement obligation (as opposed to contingent or performance obligations) to the lender or other party to whom such Permitted Recourse Obligation is actually owed, in which case the amount of such direct payment liability to such lender or other party shall constitute Indebtedness; and (iv) with respect to any Restricted Subsidiary of the Company, Preferred Stock of such Person (in an amount equal to the greater of (x) the sum of all obligations of such Person with respect to redemption, repayment or repurchase thereof and (y) the book value of such Preferred Stock as reflected on the most recent financial statements of such Person). ~~"Investments"~~

"Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's or BBB (or the equivalent) by S&P, or, if either such entity ceases to rate the Notes for reasons outside of the control of the Company, the equivalent investment grade credit rating from any other Rating Agency.

"Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP, excluding, however, trade accounts receivable and bank deposits made in the ordinary course of business consistent with past practice. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company or such Restricted Subsidiary shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the penultimate paragraph of the covenant described above under the caption ~~"Restricted~~"Certain Covenants—Restricted Payments." ~~"Lien"~~

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional, sale or other title retention agreement, any lease in the nature thereof, and any option or other agreement to sell or give a Lien). ~~"Make-Whole Amount"~~

"Moody's" means ~~with respect to any note, an amount equal to the excess, if any, of (a) the present value of the remaining principal, premium, if any,~~Moody's Investors Service, Inc. and interest (other than accrued interest otherwise payable upon redemption) payments that would be payable with respect to such note if such note were redeemed on May 15, 2004, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (b) the principal amount of such note. "Make-Whole Average Life" means, with respect to any date of redemption of Notes, the number of years (calculated to the nearest one-twelfth) from such redemption date to May 15, 2004. "Make-Whole Price" means, with respect to any Note, the greater of (a) the sum of the principal amount ofits successors and ~~Make-Whole Amount with respect to such Note, and (b) the redemption price of such note on May 15, 2004. -70-~~ ~~"Net Income"~~assigns.

"Net Income" means, with respect to any Person, the net income (or loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however, (i) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with (a) any ~~Asset Sale~~disposition of assets (including, without limitation, dispositions pursuant to Sale and Leaseback Transactions) or (b) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries and (ii) any extraordinary or nonrecurring gain or income (or ~~loss)~~loss, expense or charge), together with any related provision for taxes on such extraordinary or nonrecurring gain or income (or ~~loss)~~loss, expense or charge). ~~"Net Proceeds"~~

"Net Proceeds" means the aggregate cash proceeds or Cash Equivalents proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received

in any Asset Sale, but only as and when received, and any proceeds deemed to be cash or Cash Equivalents pursuant to clause (b) of the first paragraph under the caption ~~"Asset~~"—Repurchase at the Option of Holders—Asset Sales"), net of (i) the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, (ii) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iii) amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale, (iv) all distributions and other payments required to be made to minority interest holders of a Restricted Subsidiary or joint venture as a result of such Asset Sale, and (v) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. ~~"Obligations"~~

"Non-Recourse Indebtedness" means any Indebtedness of an Unrestricted Subsidiary with respect to which the holder of such Indebtedness (a) may not look to such Unrestricted Subsidiary directly for repayment, other than to the extent of any security therefor, or (b) may look to such Unrestricted Subsidiary directly for repayment (but not to any direct or indirect holder of the Capital Stock of such Unrestricted Subsidiary, other than with respect to Permitted Recourse Obligations entered into by such direct or indirect holder).

"Northstar Leases" means, collectively, (a) that certain Amended and Restated Lease Agreement, dated as of October 25, 2010, by and between CNL Income Northstar, LLC, as lessor, and Trimont Land Company, a California corporation, as lessee, (b) that certain Amended and Restated Personal Property Lease Agreement by and between CNL Income Northstar TRS Corp., a Delaware corporation, as lessor, and Trimont Land Company, a California corporation, as lessee, dated as of October 25, 2010, and (c) that certain Amended and Restated Lease Agreement, dated as of October 25, 2010, by and between CNL Income Northstar Commercial, LLC, a Delaware limited liability company, as lessor, and Northstar Group Commercial Properties, LLC, a Delaware limited liability company, as lessee, each as amended, supplemented or replaced from time to time.

"Obligations" means any principal, interest (including post-petition interest), penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Permitted Holder" means Apollo Advisors, L.P., a Delaware limited partnership, or any fund, investment vehicle or account managed, advised or controlled by Apollo Advisors, L.P., or any of its Affiliates. "Permitted Investments" means

"Permitted Investments" means: (i) any Investment in the Company or a Restricted Subsidiary of the Company; (ii) any Investment in Cash Equivalents; (iii) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company and, to the extent required under the Indenture, a Guarantor or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; (iv) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption ~~"Repurchase~~"—Repurchase at the Option of ~~Holders--Asset~~Holders—Asset Sales"; (v) any acquisition of assets received solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (vi) any Investment in a Similar Business (including any Investment made in any Unrestricted Subsidiaries in a Similar Business) if, after giving effect to such Investment, the aggregate amount of all Investments made ~~after May 11, 1999~~ pursuant to this clause (vi) then constituting Unrestricted Investments Outstanding does not exceed the ~~greater~~sum of ~~(x) $75~~$100 million and ~~(y) 7.5%~~15% of Total Consolidated Assets of the Company at the time of such Investment; (vii) contributions of Real ~~-71-~~ Estate Held for Sale to Unrestricted Subsidiaries or Real Estate Joint Ventures; provided, in the case of any Investment made pursuant to this clause (vii) or the preceding clause (vi), that after giving effect to such Investment (a) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, and (b) the Company would, at the time of such Investment and after giving pro forma effect thereto as if such Investment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the first paragraph of the covenant described under the caption "Incurrence of Indebtedness and Issuance of Preferred Stock"; and (viii) Investments received in connection with the settlement of any ordinary course obligations owed to the Company or any of its Restricted ~~Subsidiaries.~~Subsidiaries; (ix) any Investment in a joint venture entered into by the Company or any Restricted Subsidiary if, after giving effect to such Investment, the aggregate amount of all Investments made pursuant to this clause (ix) then constituting Unrestricted Investments Outstanding does not exceed the sum of

$75 million and 10% of Total Consolidated Assets of the Company at the time of such Investment; (x) any Investment represented by Hedging Obligations permitted under clause (viii) of the definition of "Permitted ~~Liens"~~Debt"; (xi) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of the second paragraph of the covenant described under "—Certain Covenants—Transaction with Affiliates" (except for transactions described in clauses (v) and (vi) of such paragraph); (xii) any Investment existing on the Closing Date and any Investment that replaces, refinances or refunds an existing Investment; provided, that the new Investment is in an amount that does not exceed the amount replaced, refinanced or refunded, and is made in the same Person as the Investment replaced, refinanced or refunded; (xiii) Investments constituting loans to Persons in which neither the Company nor any Restricted Subsidiary holds any Equity Interests, so long as the aggregate amount of all loans made pursuant to this clause (xiii) (determined with respect to each such loan based on the value thereof on the date of determination) do not exceed $20.0 million; and (xiv) any Investment constituting a Permitted Recourse Obligation;provided that if an event or circumstance occurs that triggers a direct payment liability or reimbursement obligation (as opposed to a contingent or performance obligation) of the Company or a Restricted Subsidiary to a lender or other party to whom such Permitted Recourse Obligation is owed, then such Investment will no longer be permitted pursuant to this clause (xiv);provided further, in the case of any Investment made pursuant to clauses (vi), (vii) or (ix) above, that after giving effect to such Investment no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

"Permitted Liens" means (i) Liens in favor of the Company or any of its Restricted Subsidiaries; (ii) Liens securing Senior Debt of the Company or any Restricted Subsidiary of the Company; (iii) Liens on property or Equity Interests of a Person existing at the time such Person is merged into or consolidated with the Company or any Restricted Subsidiary of the Company;provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets or Equity Interests other than those of the Person merged into or consolidated with the Company; (iv) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company;provided that such Liens were in existence prior to the contemplation of such acquisition; (v) Liens incurred or pledges and deposits made in connection with worker's compensation, unemployment insurance and other social security benefits, statutory obligations, bid, surety or appeal bonds, performance bonds, operating leases, indemnification obligations or other obligations of a like nature incurred in the ordinary course of business (other than contracts in respect of borrowed money and other Indebtedness); (vi) Liens existing on ~~May 11, 1999;~~the date of the Indenture; (vii) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded;provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made ~~therefore;~~therefor; (viii) Liens securing the Notes or any Guarantee thereof; (ix) Liens securing Permitted Refinancing Indebtedness to the extent that the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded was permitted to be secured by a Lien;provided that such Liens do not extend to any assets other than those that secured the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (x) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed ~~$5.0~~$10 million at any one time outstanding and that (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Company or such Restricted Subsidiary; (xi) Liens securing Capital Lease Obligations;provided that such Liens do not extend to any property or assets which are not leased property subject to such ~~Capitalized~~Capital Lease Obligation; (xii) judgment liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment, degree or order shall not have been finally

terminated or the period within such proceedings may be initiated shall not have expired; (xiii) Liens securing obligations of the Company under Hedging Obligations; (xiv) purchase money Liens securing Purchase Money Obligations;provided that the related Indebtedness shall not be secured by any property or assets of the Company or any Restricted Subsidiary other than the property or assets so acquired pursuant to such Purchase Money Obligation; (xv) Liens upon specific ~~-72-~~ items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xvi) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of its Restricted Subsidiaries, including rights of offset and set-off; (xvii) Liens arising from filing Uniform Commercial Code financing statements regarding leases;provided that such Liens do not extend to any property or assets which are not leased property subject to such leases or subleases; ~~and~~ (xviii) Liens created for the benefit of all of the Notes and/or any Guarantees ~~thereof. "Permitted~~thereof; (xix) encumbrances and restrictions on the use of real property which do not materially impair the use thereof; (xx) Liens upon, and defects of title to, property, including any attachment of property or other legal process prior to adjudication of a dispute on the merits if either (1) no amounts are due and payable and no Lien has been filed or agreed to, or (2) the validity or amount thereof is being contested in good faith by lawful proceedings, reserve or other provision required by GAAP has been made, and levy and execution thereon have been (and continue to be) stayed or payment thereof is covered in full (subject to the customary deductible) by insurance; (xxi) any interest or title of a lessor or licensor in assets being leased or licensed to the Company or any of its Restricted Subsidiaries; and (xxii) licenses, leases, or subleases granted to third Persons which do not interfere in any material respect with the business conducted by the Company and its Restricted Subsidiaries.

"Permitted Recourse Obligations" means, collectively, for the Company or any of its Restricted Subsidiaries, obligations or liabilities arising with respect to Customary Recourse Exceptions, Completion Guaranties, and letters of credit or similar arrangements entered into in the ordinary course of business in a form consistent with past practice, in each case, in support of obligations of an Unrestricted Subsidiary with respect to a Real Estate Project.

"Permitted Refinancing ~~Indebtedness"~~Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness (other than Hedging Obligations and other than Indebtedness permitted to be incurred pursuant to clause (i), clause (iv) or clause ~~(vii)~~(vi) of the second paragraph under ~~"--Incurrence~~"Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock") of the Company or any of its Restricted Subsidiaries;provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus premium and accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith); (ii) such Permitted Refinancing Indebtedness has a final maturity date equal to or later than the final maturity date of and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or any Guarantee thereof, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or such Guarantee on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary that is an obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. ~~"Person"~~

"Person" means an individual, limited or general partnership, corporation, limited liability company, association, unincorporated organization, trust, joint stock company, joint venture or other entity, or a government or any agency or political ~~subdivisions~~subdivision thereof. ~~"Preferred Stock"~~

"Preferred Stock" of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person. ~~"Purchase~~

"Purchase Money ~~Obligations"~~Obligations" of any Person means any obligations of such Person or any of its Subsidiaries to any seller or any other person incurred or assumed in connection with the purchase of real or personal property to be used in the business of such person or any of its ~~subsidiaries~~Subsidiaries within 180 days of such purchase. ~~-73-~~ ~~"Real~~

"Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating organization or organizations, within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company as a replacement agency or agencies for S&P or Moody's, or both, as the case may be.

"Real Estate Held for ~~Sale"~~Sale" means, ~~with respect to any Person, the~~all real estate of ~~such Person~~the Company and its Restricted Subsidiaries (i) held on the Closing Date irrespective of whether such real estate is classified for financial reporting purposes as Real Estate Held for Sale on ~~May 11, 1999~~the Closing Date or ~~thereafter~~(ii) acquired after the Closing Date, provided that such acquired real estate is classified for financial reporting purposes as Real Estate Held for ~~Sale. "Real~~Sale on the date of acquisition.

"Real Estate Joint ~~Venture"~~Venture" means any Person engaged exclusively in the acquisition, development and operation or resale of any real estate asset or group of related real estate assets (and directly related activities). ~~"Restricted Investment"~~

"Real Estate Project" means the acquisition, development, and operation or resale of any real estate asset or group of related real estate assets (and directly related activities) by any Unrestricted Subsidiary.

"Registration Rights Agreement" means the registration rights agreement dated as of the Closing Date between the Company, the Guarantors and the Initial Purchasers.

"Restricted Investment" means an Investment other than a Permitted Investment. ~~"Restricted Subsidiary"~~

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. ~~"Sale~~

"Sale and Leaseback ~~Transaction"~~Transaction" means an arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person. ~~"Significant Subsidiary"~~

"S&P" means Standard & Poor's Ratings Services and its successors and assigns.

"Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1,I, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Exchange Act, as such Regulation was in effect on the date of the ~~Existing Note~~ Indenture. ~~"Similar Business"~~

"Similar Business" means any business conducted by the Company or any of its Subsidiaries ason the date of ~~May 11, 1999~~the Indenture or any other recreation, leisure and/or hospitality business including without limitation ski mountain resort operations, or any business or activity that is reasonably similar thereto or a reasonable extension, development or expansion thereof or is reasonably ancillary thereto. ~~"Stated Maturity"~~

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the

original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. ~~"Subsidiary"~~

"Subsidiary" means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of at least a majority of the directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of ~~that~~such Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). ~~"Total~~

"Total Consolidated ~~Assets"~~Assets" means, with respect to any Person as of any date, the book value of the assets of such Person and its Restricted Subsidiaries as shown on the most recent consolidated balance sheet of such Person. ~~"Treasury Rate"~~

"Treasury Rate" means, atas of any ~~time of computation,~~redemption date, the yield to maturity atas of such ~~time~~redemption date of United States Treasury securities with a constant maturity (as compiled by and published in the most recent ~~statistical release (or any successor release) of the Fed- -74-~~ ~~eral~~Federal Reserve ~~Bank of New York, which~~Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date ~~of the redemption notice or,~~(or, if such ~~statistical release (or successor release)~~Statistical Release is no longer published, any ~~generally recognized~~ publicly available source of similar market data) ~~of United States Treasury securities with a constant maturity~~) most nearly equal to the ~~Make-Whole Average Life;~~ period from the redemption date to May 1, 2014;provided,however, that if the Make-Whole Average Life is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year)period from the ~~weekly average yields of United States Treasury securities for which such yields are given, except that if the Make-Whole Average Life~~redemption date to May 1, 2014 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year ~~shall~~will be used. ~~"Unrestricted~~The Company shall obtain the Treasury Rate when applicable.

"Unrestricted Investments ~~Outstanding"~~Outstanding" means, at any time of determination, in respect of all Permitted Investments made pursuant to clause (vi) or (ix) of the definition of the term ~~Permitted~~"Permitted Investments," as applicable, the excess, if any, of (i) the sum of all Permitted Investments theretofore made by the Company or any Restricted Subsidiary ~~on or after May 11, 1999~~ pursuant to clause (vi) or (ix) of the definition of ~~Permitted~~"Permitted Investments," as applicable, over (ii) the amount of all cash, and the fair market value of any assets or property, distributed as dividends and distributions to the Company or a Restricted Subsidiary of the Company (to the extent that the Company does not elect to include the amount of such dividends and distributions in the computation of Consolidated Net Income pursuant to the parenthetical of clause (i) of the definition thereof at the time of determination), and all repayments of the principal amount of loans or advances, the net cash proceeds, and the fair market value of assets or property, received from sales or transfers, in respect of such Investments to the Company or any of its Restricted Subsidiaries and any other reduction made in cash of such Investments in such Person. ~~"Unrestricted Subsidiary"~~

"Unrestricted Subsidiary" means ~~Boulder/Beaver, LLC, Colter Bay Corporation,~~Gros Ventre Utility Company, Eagle Park Reservoir Company, First Chair Housing Trustee, LLC, Forest Ridge Holdings, Inc., ~~Gros Ventre Utility~~Gore Creek Place, LLC, Hunkidori Land Company, ~~Jackson Lake Lodge Corporation, Jenny Lake Lodge,~~LLC, TCRM Company, Stagecoach Development, LLC, Black Diamond Insurance, Inc., Ever Vail, LLC, Larkspur Restaurant & Bar, LLC, Mountain Thunder, Inc.~~, Resort Technology Partners,~~ and One River Run, LLC ~~RT Partners, Inc., SSI Venture, LLC, Vail Associates Investments, Inc. and VR Holdings, Inc.~~ and any other Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding comply with the covenant set forth under ~~"Transactions~~"Certain Covenants Transactions with Affiliates." ~~"Voting Stock"~~

"Voting Stock" of any Person as of any date means classes of the Capital Stock of such Person that is at the time entitled to vote in the election of at least a majority of the directors, managers, trustees or other governing body of such Person. ~~"Weighted~~

"Weighted Average Life to ~~Maturity"~~Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness. ~~-75-~~ ~~DESCRIPTION OF CERTAIN INDEBTEDNESS New Credit Facility On November 13, 2001, we entered into~~

The following is a revolving Credit Facility (the "Credit Facility") to replace our existing Credit Facility. Our subsidiary, The Vail Corporation, is the borrower under the Credit Facility, with Bank of America, N.A., as agent (the "Agent"), certain other financial institutions, as lenders, and Banc of America Securities LLC. The Credit Facility provides for debt financing up to an aggregate principal amount of $421.0 million. The proceedssummary of the ~~loans made under~~material United States federal tax consequences of an exchange of outstanding notes for exchange notes in the ~~Credit Facility may be used to fund our working capital needs, capital expenditures, permitted investments~~exchange offer and ~~other general corporate purposes, including~~ the ~~issuance~~acquisition, beneficial ownership and disposition of letters of credit. Borrowings under the Credit Facility bear interest annually at the borrower's option at the rate of (i) LIBOR (the London interbank offered rate for a given interest period) plus a margin (ranging from 1.50% to 2.50%) or (ii) the Base Rate (defined as the higherexchange notes. It is based on provisions of the ~~Federal Funds Rate,~~U.S. Internal Revenue Code of 1986, as ~~published~~amended (the "Code"), existing and proposed Treasury regulations promulgated thereunder (the "Treasury Regulations") and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. No ruling from the Internal Revenue Service ("IRS") has been or is expected to be sought with respect to any aspect of the transactions described herein. Accordingly, no assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the Federal Reserve Bank of New York, plus 0.50%, or the Agent's prime lending rate) plus a margin of up to 0.75%. In addition, the borrower must pay a fee on the face amount of each commercial letter of credit equal to 1/8 of 1.0% of the actual daily available amount under each such letter of credit and for each standby letter of credit the borrower must pay a rate equal to the applicable margin for LIBOR loans times the actual daily amount available to be drawn under such letter of credit. The borrower must also pay a quarterly unused commitment fee ranging from 0.35% to 0.50%. The interest margins and fees described in this paragraph fluctuate based upon the ratio of Funded Debt (as defined) to Adjusted EBITDA (as defined). The Credit Facility terminates on November 13, 2004. The Vail Corporation's obligations under the Credit Facility are guaranteed by us and certain of our subsidiaries. In addition, The Vail Corporation's obligations under the Credit Facility are secured by a pledge of all of the capital stock of The Vail Corporation and substantially all of its subsidiaries. The Credit Facility contains various covenants that limit, among other things, subject to certain exceptions, indebtedness, liens, transactions with affiliates, loans, advances and investments, acquisitions, mergers, and dissolutions, sales of assets, management fees and distributions and certain other business activities. The Credit Facility also contains certain financial covenants, including Funded Debt to Adjusted EBITDA, Senior Debt to EBITDA, a Minimum Fixed Charge Coverage Ratio, an Interest Coverage Ratio and limitations on the types and amounts of Capital Expenditures (each as defined in the Credit Facility). Industrial Revenue Bonds Pursuant to an indenture (the "IRB Indenture") dated as of April 1, 1998, between Eagle County, Colorado, as issuer (the "IRB Issuer"), and U.S. Bank National Association, as trustee (the "IRB Trustee"), $41.2 million aggregate principal amount of industrial revenue bonds (the "IRBs") were issued for the purpose of providing funds to The Vail Corporation d/b/a Vail Associates, Inc. ("VAI") to refinance certain existing industrial revenue bonds. Pursuant to a financing agreement (the "IRB Agreement") dated as of April 1, 1998, among the IRB Issuer and VAI, the IRB Issuer -76- loaned to VAI the proceeds of the issuance of the IRBs and VAI agreed to make payments in the aggregate amount, bearing interest at rates and payable at times, corresponding to the principal amount of, interest rates on and due dates under the IRBs. The obligations of VAI under the IRB Indenture, the IRB Agreement and the IRBs are secured by certain multi-party agreements between VAI, the IRB Trustee and the U.S. Forest Service (the "Permit Agreements") relating to the Vail Mountain and Beaver Creek Mountain Forest Service Permits (the "Permits"). The Permit Agreements provide that the U.S. Forest Service will cooperate with the IRB Trustee in obtaining a new holder of the Permits (acceptable to the U.S. Forest Service in its sole discretion)IRS in the event of ~~a default by VAI with respect~~litigation. The following relates only to ~~its obligations under the IRBs. However, the Permit Agreements expressly provide~~Notes that no security interest is created in or collateral assignment made with respect to the Permits. The IRBs mature, subject to prior redemption, on August 1, 2019. The IRBs bear interest at the rate of 6.95% per annum, with interest payable semi-annually on February 1 and August 1. The IRBs are subject to redemption at the option of VAI, at any time and from time to time on or after August 1, 2008, and are subject to mandatory redemption if interest payments on the IRBs lose their tax exempt status. Furthermore, in the event that VAI or one of its affiliates incurs additional indebtedness with (1) senior or superior rights to the Permits or (2) equivalent rights with respect to the Permits above an aggregate principal amount of $250,000,000 (including the unpaid principal amountheld as capital assets (generally, property held for investment).

This summary does not address all of the ~~IRBs) the IRBs will bear an interest rate~~U.S. federal income tax consequences that may be relevant to particular holders in light of ~~7.45% per annum~~their personal circumstances, or ~~under~~to certain ~~limited circumstances,~~types of holders that may be subject to ~~mandatory redemption.~~special tax treatment (such as banks and other financial institutions, employee stock ownership plans, partnerships or other pass-through entities for U.S. federal income tax purposes, former citizens or residents of the United States, controlled foreign corporations, foreign personal holding companies, corporations that accumulate earnings to avoid U.S. federal income tax, insurance companies, tax-exempt organizations, dealers in securities, brokers, "U.S. holders" (as defined below) whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax or persons who hold the Notes as a hedge or who hedge the interest rate on the Notes). In addition, this summary does not include any description of the tax laws of any state, local or non-U.S. government that may be applicable to a particular holder and does not consider any aspects of U.S. federal tax law other than income taxation.

For purposes of this discussion, a "U.S. holder" is a beneficial owner of the Notes that is, for U.S. federal income tax purposes:

A "non-U.S. holder" is a beneficial owner of the Notes that is an individual, corporation, estate, or trust and is not a U.S. holder.

The U.S. federal income tax treatment of a partner in a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) that holds the Notes generally will depend on such partner's particular circumstances and on the activities of the partnership. Partners in such partnerships should consult their own tax advisors.

In certain circumstances (see e.g., "Description of the Notes—Repurchase at the Option of Holders—Change of Control," Note), the Notes provide for the payment of certain amounts in excess of the stated interest and principal. These contingencies could subject the Notes to the provisions of

the Treasury Regulations relating to "contingent payment debt instruments." Under these regulations, however, one or more contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if, as of the issue date, each such contingency is "remote" or is considered to be "incidental." We ~~also have indebtedness~~believe and intend to take the position that the foregoing contingencies should be treated as remote and/or incidental. Our position is binding on a holder, unless the holder discloses in ~~connection with $22.0 million~~the proper manner to the IRS that it is taking a different position. However, this determination is inherently factual and we can give no assurance that our position would be sustained if challenged by the IRS. A successful challenge of this position by the IRS could affect the timing and amount of a holder's income and could cause the gain from the sale or other disposition of a Note to be treated as ordinary income, rather than capital gain. This disclosure assumes that the Notes will not be considered contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application to the Notes of the contingent payment debt regulations and the consequences thereof.

U.S. Federal Income Tax Consequences of the Exchange Offer to U.S. and Non-U.S. Holders

The exchange of outstanding ~~industrial revenue bonds~~notes for exchange notes in the exchange offer will not constitute a material modification of the terms of the outstanding notes and thus will not constitute a taxable event. Consequently, holders of the outstanding notes will not recognize gain upon receipt of the exchange notes in exchange for the outstanding notes in the exchange offer. The holder's basis in the exchange notes received in the exchange offer will be the same as its basis in the corresponding outstanding notes immediately before the exchange. The U.S. holder's holding period in the exchange notes will include its holding period in the outstanding notes exchanged therefor.

The outstanding notes were issued without original issue discount for federal income tax purposes. All stated interest on the Notes will be taxable to U.S. holders as ordinary interest income as the interest accrues or is paid in accordance with the holder's regular method of tax accounting.

A U.S. holder that purchases a Note for an amount that is greater than the Note's stated redemption price at maturity will be considered to have purchased the Note with "amortizable bond premium" equal to the excess. A U.S. holder may elect to amortize this premium under a constant yield method over the remaining term of the Note and may offset interest otherwise required to be included in respect of the Note during any taxable year by the amortized amount of such premium for the taxable year. However, if the Note may be redeemed at a price that is greater than its stated redemption price at maturity, special rules would apply that could result in a deferral of the amortization of a portion of the bond premium until later in the term of the Note. Any election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the U.S. holder and may be revoked only with the consent of the IRS. Holders that acquire a Note with bond premium should consult their tax advisors regarding the manner in which ~~we assumed in connection with our acquisition~~such premium is calculated and the election to amortize bond premium over the life of ~~Keystone and Breckenridge. These IRBs consist of two series of refunding bonds which were originally issued to finance~~ the ~~cost of sports and recreational facilities at Keystone. The Series 1990 Sports Facilities Refunding Revenue Bonds have~~instrument.

A Note that is acquired for an ~~aggregate outstanding~~amount that is less than its principal amount by more than a de minimis amount (generally 0.25% of ~~$19.0 million.~~the principal amount multiplied by the number of remaining whole years to maturity), will be treated as having "market discount" equal to such difference. Unless the U.S. holder elects to include such market discount in income as it accrues, a U.S. holder will be

required to treat any principal payment on, and any gain on the sale, exchange, retirement or other disposition (including a gift) of, a Note as ordinary income to the extent of any accrued market discount that has not previously been included in income. In general, market discount on the Notes will accrue ratably over the remaining term of the Notes or, at the election of the U.S. holder, under a constant yield method. In addition, a U.S. holder could be required to defer the deduction of all or a portion of the interest paid on any indebtedness incurred or continued to purchase or carry a Note unless the U.S. holder elects to include market discount in income currently. Such an election applies to all debt instruments held by a taxpayer and may not be revoked without the consent of the IRS.

In general, upon the sale, redemption, retirement or other taxable exchange or disposition of a Note, a U.S. holder will recognize taxable gain or loss equal to the difference between (1) the amount of the cash and the fair market value of any property received on the sale or other taxable disposition (less an amount equal to any accrued and unpaid stated interest, which will be taxable as interest income as discussed above) and (2) the U.S. holder's adjusted tax basis in the Note. Gain or loss realized on the sale or other taxable disposition of a Note will generally be capital gain or loss (subject to the market discount rules discussed above) and will be a long-term capital gain or loss if at the time of the disposition the U.S. holder has held the Note for more than one year. For non-corporate U.S. holders, long-term capital gains are generally eligible for reduced rates of taxation. The ~~principal matures~~deductibility of capital losses is subject to limitations.

For taxable years beginning after December 31, 2012, a U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. person's "net investment income" for the relevant taxable year and (2) the excess of the U.S. person's modified adjusted gross income for the taxable year over a certain threshold (which in ~~installments~~the case of individuals will be between $125,000 and $250,000 depending on the individual's circumstances). Net investment income generally includes interest income and net gains from the disposition of the Notes, unless such interest income or net gains are derived in ~~2006~~the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). A U.S. holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the Medicare tax to its income and ~~2008. These bonds bear~~gains in respect of its investment in the Notes.

In general, a U.S. holder of the Notes will be subject to backup withholding with respect to interest on the Notes, and the proceeds of a sale or other disposition (including a retirement or redemption) of the Notes, at the applicable tax rate (currently 28%), unless such holder (a) is an entity that is exempt from backup withholding and, when required, demonstrates this fact, or (b) provides the payor with its taxpayer identification number ("TIN"), certifies that the TIN provided to the payor is correct and that the holder has not been notified by the IRS that such holder is subject to backup withholding due to underreporting of interest or dividends, and otherwise complies with applicable requirements of the backup withholding rules. In addition, such payments to U.S. holders that are not exempt entities will generally be subject to information reporting requirements. A U.S. holder that does not provide the payor with its correct TIN may be subject to penalties imposed by the IRS. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such holder's U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Subject to the discussion of backup withholding below, under the "portfolio interest exemption," a non-U.S. holder will generally not be subject to U.S. federal income tax (or any withholding tax) on payments of stated interest on the Notes that is not effectively connected with the non-U.S. holder's trade or business, provided that:

Under current law, the certification requirement will be satisfied in any of the following circumstances:

If the requirements of the portfolio interest exemption described above are not satisfied, a 30% withholding tax will apply to the gross amount of interest on the Notes that is paid to a non-U.S. holder, unless either: (a) an applicable income tax treaty reduces or eliminates such tax, and the non-U.S. holder claims the benefit of that treaty by providing a properly completed and duly executed IRS Form W-8BEN (or suitable successor form) establishing qualification for benefits under the treaty, or (b) the interest is effectively connected with the non-U.S. holder's conduct of a trade or business in the United States and the non-U.S. holder provides an appropriate statement to that effect on a properly completed and duly executed IRS Form W-8ECI (or suitable successor form).

If a non-U.S. holder is engaged in a trade or business in the United States and interest on a Note is effectively connected with the conduct of that trade or business, the non-U.S. holder will be required to pay U.S. federal income tax on that interest on a net income basis generally in the same manner as a U.S. holder. If a non-U.S. holder is eligible for the benefits of an income tax treaty between the United States and its country of residence, any interest income that is effectively connected with a U.S. trade or business will be subject to U.S. federal income tax in the manner specified by the treaty and generally only will be subject to tax if such income is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by the non-U.S. holder in the United States,

provided that the non-U.S. holder claims the benefit of the treaty by properly submitting an IRS Form W-8BEN or W-8ECI, as applicable. In addition, a non-U.S. holder that is treated as a foreign corporation for U.S. federal income tax purposes may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.

Subject to the discussion of backup withholding below, a non-U.S. holder generally will not be subject to U.S. federal income tax (or any withholding thereof) on any gain realized by such holder upon a sale, exchange, redemption, retirement at maturity or other disposition of a Note (except amounts received with respect to accrued and unpaid stated interest, which would be taxable as described above), unless:

If the first exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax at a rate of ~~7.75%~~30% on the amount by which its U.S.-source capital gains exceed its U.S.-source capital losses. If the second exception applies, the non-U.S. holder will generally be subject to U.S. federal income tax on the net gain derived from the sale or other disposition of the Notes in the same manner as a U.S. holder. In addition, corporate non-U.S. holders may be subject to a 30% branch profits tax on any effectively connected earnings and profits. If a non-U.S. holder is eligible for ~~bonds maturing~~the benefits of an income tax treaty between the United States and its country of residence, the U.S. federal income tax treatment of any such gain may be modified in ~~2006~~the manner specified by the treaty.

Information reporting and ~~7.875% for bonds maturing in 2008. The Series 1991 Sports Facilities Refunding Revenue Bonds have an aggregate outstanding principal~~backup withholding

When required, we or our paying agent will report to the IRS and to each non-U.S. holder the amount of ~~$3 million~~any interest paid on the Notes in each calendar year, and ~~bear~~the amount of U.S. federal income tax withheld, if any, with respect to these payments.

Non-U.S. holders that have provided certification as to their non-U.S. status or that have otherwise established an exemption will generally not be subject to backup withholding tax if neither we nor our agent has actual knowledge or reason to know that such certification is unreliable or that the conditions of the exemption are in fact not satisfied. However, certain information reporting may still apply with respect to interest ~~at 7.125%~~payments even if certification is provided.

Payments of the proceeds from the sale or other disposition (including a retirement or redemption) of a Note to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, additional information reporting, but generally not backup withholding, may apply to those payments if the broker is one of the following: (a) a U.S. person (as defined in the Code), (b) a controlled foreign corporation for ~~bonds maturing~~U.S. federal income tax purposes, (c) a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment was effectively connected with a U.S. trade or business, or (d) a foreign partnership with specified connections to the United States.

Payment of the proceeds from a sale or other disposition (including a retirement or redemption) of a Note to or through the U.S. office of a broker will be subject to information reporting and backup withholding unless the non-U.S. holder certifies as to its non-U.S. status or otherwise establishes an exemption from information reporting and backup withholding, provided that neither we nor our agent

have actual knowledge or reason to know that such certification is unreliable or that the conditions of the exemption are in ~~2002 and 7.375% for bonds maturing in 2010. SSI Venture Credit Facility SSI Venture has~~fact not satisfied.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit ~~facility that provides debt financing up~~against such holder's U.S. federal income tax liability and may entitle the holder to ~~an aggregate principal amount~~a refund, provided the required information is timely furnished to the IRS.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of ~~such~~the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired ~~by such broker-dealer~~ as a result of market-making activities or other trading activities. We have agreed that for a period of 30 days after effectiveness of the exchange offer registration statement, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by ~~broker-dealers.~~brokers-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit ofon any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. By acceptance of the exchange offer, each broker-dealer that receives exchange notes pursuant to the exchange offer hereby agrees to notify us prior to using this prospectus in connection with the sale or transfer of exchange notes, and acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in this prospectus untrue in any material respect or which requires the making of any changes in this prospectus in order to make the statements herein not misleading (which notice we agree to deliver promptly to such broker-dealer), such broker-dealer will suspend use of this prospectus until we have amended or supplemented the prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented prospectus to such broker-dealer. For a period of 30 days after effectiveness of the exchange offer registration statement, we will promptly upon request send additional copies of this prospectus and any amendment or supplement thereto to any broker-dealer that requests such documents in the letter of transmittal.

We have agreed to pay all expenses incident to the exchange offer, ~~(including~~other than the expenses of ~~any one special~~ counsel for the ~~Holders~~holders of the ~~Notes) other than~~outstanding notes, commissions or concessions of any brokers or dealers and any transfer taxes relating to the sale or disposition of the outstanding notes or the exchange notes, and we will indemnify the ~~Holders~~holders of the ~~Notes participating in the exchange offer~~outstanding notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ~~-78-~~ ~~CERTAIN FEDERAL INCOME TAX CONSIDERATIONS General~~

The ~~following is a discussion of certain U.S. federal income tax and estate tax consequences of the ownership and disposition~~validity of the exchange notes by holders who acquired the exchange notes in the exchange offer. For purposes of this discussion, a "U.S. Holder" is a Holder that is for U.S. federal income tax purposes an individual who is a citizen or resident of the United States, a corporation that is organized in or under the laws of the United States or any state thereof, an estate the income of which is includable in gross income for U.S. tax purposes regardless of its source or, a trust (1) the administration of which is subject to the primary supervision of a United States court and as to which one or more United States persons have the authority to control all substantial decisions of the trust or (2) which has made a valid election to be treated as a U.S. person. A "Non-U.S. Holder" is a Holder that for U.S. federal income tax purposes is a non-resident alien or a corporation, estate or trust that is not a U.S. Holder. For United States federal income tax purposes, income earned through a foreign or domestic partnership or similar entity is generally attributed to the entity's owners. This summary applies only to exchange notes held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). It does not discuss all of the tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as tax-exempt organizations, dealers in securities or foreign currencies, financial institutions, partnerships or other pass-through entities, life insurance companies, or regulated investment companies, or to holders whose functional currency is not the United States dollar or who hold the exchange notes as part of a synthetic security, conversion transaction, or certain "straddle" or hedging transactions. The U.S. federal income tax and estate tax considerations set forth below are based upon the Code and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those presented below. Exchange Offer. The exchange of outstanding notes for exchange notes will not be a taxable event for federal income tax purposes. A holder will not be recognize any taxable gain or loss as a result of exchanging outstanding notes for exchange notes, and the holder will have the same tax basis and holding period in the exchange notes as he had in the outstanding notes immediately before exchange. U.S. Holders Stated Interest. Stated interest on an exchange note will be taxable to a U.S. Holder as ordinary interest income in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes. Original Issue Discount. The outstanding notes were issued with OID for U.S. federal income tax purposes. Because the exchange notes will be treated as a continuation of the U.S. Holder's investment in the outstanding notes, the exchange notes will also be considered as issued with OID. OID is the excess of (i) the stated redemption price at maturity of a note over (ii) its issue price. The -79- amount of OID is deemed to be zero if such excess is less than a de minimis amount (generally 1/4 of 1% of the note's stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date). The "stated redemption price at maturity" of a note is the sum of all payments provided by the instrument, other than qualified stated interest. The "issue price" of a note is the first price at which a substantial amount of the notes are sold to the public (excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity as underwriters, placement agents or wholesalers). The term "qualified stated interest" generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate. The stated interest payable on the exchange notes will be qualified stated interest and the amount of OID on the exchange notes will not be de minimis. Since the exchange notes will be issued with OID in excess of a de minimis amount, a U.S. Holder will be required to include OID in gross income as ordinary interest as it accrues under a constant yield method in advance of receipt of the cash payments attributable to such income, regardless of such U.S. Holder's regular method of accounting. In general, the amount of OID included in income by the holder of a note is the sum of the daily portions of OID for each day during the taxable year (or portion of the taxable year) on which such holder held such note, including the purchase date and excluding the disposition date. The "daily portion" is determined by allocating the OID for an accrual period equally to each day in that accrual period. The "accrual period" for a note may be of any length and may vary in length over the term of a note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the first or final day of an accrual period. The amount of OID for an accrual period is generally equal to the excess of (i) the product of the note's adjusted issue price at the beginning of such accrual period and its yield to maturity over (ii) the qualified stated interest allocable to such accrual period. The "adjusted issue price" of a note at the beginning of any accrual period is the sum of the issue price of the note plus the amount of OID allocable to all prior accrual periods minus the amount of any prior payments on the note (other than payments of qualified stated interest). Under those rules, a U.S. Holder generally will have to include in income increasingly greater amounts of OID in successive accrual periods. The "yield to maturity" of a note is the discount rate that, when used in computing the present value of all payments to be made on a note, produces an amount equal to the issue price of the note. Sale, Exchange or Redemption of a Note. A U.S. Holder will recognize gain or loss, if any, on the sale, redemption or other taxable disposition of an exchange note in an amount equal to the difference, if any, between the U.S. Holder's adjusted tax basis in the exchange note and the amount received therefor (other than amounts attributable to accrued and unpaid interest on the notes, which will be taxable as ordinary income unless previously included in income). A U.S. Holders adjusted tax basis in a exchange note generally will equal the cost of the outstanding Note which it was exchanged to the U.S. Holder increased by any OID included in income through the date of disposition and decreased by any payments received on the notes (other than payments of qualified stated interest). Subject to the market discount rules noted under "--U.S. Holders--Market Discount and Bond Premium" below, gain or loss, if any, recognized on the sale, redemption or other taxable disposition -80- of a exchange note generally should be long-term capital gain or loss if the exchange note was held as a capital asset and was held for more than one year as of the date of disposition. Market Discount and Acquisition Premium. If a U.S. Holder acquires an note (or purchased an outstanding Note for which the exchange not was exchanged subsequent to its original issuance) and the note's adjusted issue price at the time of purchase exceeds the U.S. Holder's initial tax basis in the note by more than a de minimis amount, the U.S. Holder will be treated as having acquired the note at a "market discount" equal to such excess. In addition, if a U.S. Holder's initial tax basis in a note exceeds the adjusted issue price of the note, the U.S. Holder will generally be treated as having acquired the note with "premium" or "acquisition premium" in an amount equal to such excess. U.S. Holders should consult their tax advisors regarding the existence, if any, and the tax consequences of market discount, premium and acquisition premium. Backup Withholding and Information Reporting. A U.S. Holder of an note may be subject to information reporting and possible backup withholding. If applicable, backup withholding would apply at a rate of 30.5% (30% after December 31, 2001 and subject to periodic reductions through 2006) with respect to interest on (including OID), or the proceeds of a sale, exchange, redemption, retirement, or other disposition of, such exchange note, unless such U.S. Holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (ii) provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable backup withholding rules. We will furnish annually to the IRS and to record holders of the notes (to whom it is required to furnish such information) information relating to the amount of OID and interest, as applicable. Non-U.S. Holders The Exchange Notes. The payment of interest (including OID) on an exchange note will generally not be subject to U.S. federal income tax (or to withholding of tax), if (1) the interest and/or OID is not effectively connected with the conduct of a trade or business within the United States or, if a tax treaty applies, the interest is not attributable to a permanent establishment or fixed base in the United States, (2) the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote, (3) the Non-U.S. Holder is not a controlled foreign corporation that is related to us actually or constructively through stock ownership and (4) either (i) the beneficial owner of the exchange note certifies to us or our agent, under penalties of perjury, that it is not a U.S. Holder and provides its name and address on U.S. Treasury Form W-8 BEN (or on a suitable substitute form) or (ii) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business (a "financial institution") and holds the exchange note certifies under penalties of perjury that such a Form W-8 BEN (or suitable substitute form) has been received from the beneficial owner or a qualified intermediary by it and furnishes the payer with a copy thereof. A Non-U.S. Holder will generally not be subject to U.S. federal income tax on any gain realized in connection with the sale, exchange, retirement, or other disposition of an exchange note, unless (i) the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (or, if a tax treaty applies, the gain is attributable to a permanent establishment or a fixed base -81- in the United States); (ii) in the case of a Non-U.S. Holder who is an individual and holds the exchange note as a capital asset, such holder is present in the United States for 183 or more days in the taxable year of the disposition and either (a) has a "tax home" for United States federal income tax purposes in the United States or (b) has an office or other fixed place of business in the United States to which the gain is attributable; or (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of United States federal income tax laws applicable to certain United States expatriates. An exchange note held directly by an individual who, at the time of death, is not a citizen or resident of the United States should not be includable in such individual's gross estate for U.S. estate tax purposes as a result of such individual's death if the individual does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote and, at the time of the individual's death, if payments with respect to such exchange note would not have been effectively connected with the conduct by such individual of a trade or business in the United States. Even if the exchange note was includable in the gross estate under the foregoing rules, the exchange note may be excluded under the provisions of an applicable estate tax treaty. Backup Withholding and Information Reporting. We must report annually to the IRS and to each Non-U.S. Holder the amount of interest paid on an exchange note, regardless of whether withholding was required, and any tax withheld with respect to the interest. Under the provisions of an income tax treaty and other applicable agreements, copies of these information returns may be made available to the tax authorities of the country in which the Non-U.S. Holder resides. Interest payments on the exchange notes made by us or any paying agent of ours to Non-U.S. Holders generally will not be subject to "backup withholding" if the certification described under "--Non-U.S. Holders--The Exchange Notes" above is received or an exemption is otherwise established, provided in each case that the payer does not have actual knowledge that the holder is a U.S. Holder. Payment of proceeds from a sale of an exchange note to or through the U.S. office of a broker is subject to information reporting and backup withholding unless the Non-U.S. Holder certifies as to its non-U.S. status or otherwise establishes an exemption from information reporting and backup withholding. Payment outside the United States of the proceeds of the sale of an exchange note to or through a foreign office of a "broker" (as defined in applicable U.S. Treasury Regulations) should not be subject to information reporting or backup withholding, except that if the broker is a U.S. person, a controlled foreign corporation for U.S. federal income tax purposes or a foreign person 50% or more of whose gross income is from a U.S. trade or business, information reporting should apply to such payment unless the broker has documentary evidence in its records that the beneficial owner is not a U.S. Holder and certain other conditions are met or the beneficial owner otherwise establishes an exemption. THE U.S. FEDERAL INCOME TAX AND ESTATE TAX DISCUSSION SET FORTH ABOVE IS INTENDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE TO A PARTICULAR HOLDER'S SITUATION. PERSONS CONSIDERING A PURCHASE OF THE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF THE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL OR FOREIGN -82- LAWS AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES (POSSIBLY INCLUDING RETROACTIVE CHANGES) IN U.S. FEDERAL AND OTHER TAX LAWS. LEGAL MATTERS Certain legal matters with respect to the exchange notes and the guarantees will be passed upon for us by ~~Cahill Gordon~~Gibson, Dunn & ~~Reindel, New York, New York~~Crutcher LLP, certain matters of Florida law will be passed upon by Greenberg Traurig, P.A., certain matters of Nevada law will be passed upon by Brownstein Hyatt Farber Schreck, LLP, certain matters of Tennessee law will be passed upon by Bass, Berry & Sims PLC, certain matters of Vermont law will be passed upon by Dinse, Knapp & McAndrew, P.C., certain matters of Wisconsin law will be passed upon by Weiss Berzowski Brady LLP and certain matters of Wyoming law will be passed upon by ~~Martha D. Rehm, Esq., General Counsel~~Hawks & Associates, LC, each as set forth in and limited by their respective opinions filed as exhibits to the ~~Company. INDEPENDENT PUBLIC ACCOUNTANTS~~Registration Statement on Form S-4 of which this prospectus is a part.

The ~~consolidated~~ financial statements and management's assessment of ~~Vail Resorts, Inc. and subsidiaries as~~the effectiveness of ~~July 31, 2000 and 2001,~~internal control over financial reporting (which is included in ~~our~~Management's Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K ~~incorporated by reference herein~~for the year ended July 31, 2011 have been ~~audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, which is~~so incorporated ~~by reference~~ in reliance ~~upon~~on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in ~~giving said report. The financial statements of Olympus Rancho Mirage, L.P.~~auditing and Vail Marriott Mountain Resort, included in the Registration Statement, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said rerpots. -83-

~~F-1~~ REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Olympus Rancho Mirage, L.P.: We have audited the accompanying balance sheets of Olympus Rancho Mirage, L.P. (a Delaware limited partnership) (the "Partnership") as of December 31, 2000 and 1999, and the related statements of operations, changes in partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Olympus Rancho Mirage, L.P. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. The financial statements of Olympus Rancho Mirage, L.P. as of September 30, 2001, and for the nine months ended September 30, 2001 and 2000, were not audited by us and, accordingly, we do not express an opinion on them. ARTHUR ANDERSEN LLP Dallas, Texas, January 26, 2001. F-2 ~~OLYMPUS RANCHO MIRAGE, L.P.~~

~~The accompanying notes are an integral part of these statements. F-3~~

~~The accompanying notes are an integral part of these statements. F-4~~

~~The accompanying notes are an integral part of these statements. F-5~~

~~The accompanying notes are an integral part of these statements. F-6~~ OLYMPUS RANCHO MIRAGE, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 1. ORGANIZATION: Olympus Rancho Mirage, L.P. (the "Partnership"), was formed on January 17, 1995, for the purpose of owning and operating the Ritz-Carlton, Rancho Mirage Hotel (the "Hotel") in Rancho Mirage, California. The Partnership was originally formed with one general partner and three limited partners. These partners made cash contributions to fund all of the working capital assets and liabilities of the Hotel and initial operations of the Hotel. The partners contributed cash of $12,010,200 and funded a loan in the amount of $15,000,000 (the "Partner Loan"). On August 3, 1995, $14,000,000 of the Partner Loan was repaid with proceeds from a mortgage note payable (Note 4). The remaining $1,000,000 Partner Loan balance was converted to capital. Since the initial acquisition, the partners have made additional cash contributions totaling $1,375,121. During 1995, the partnership agreement was amended to provide for the admission of an additional general partner and additional limited partners, the withdrawal of certain limited partners, and granting of interests in residual profits for services rendered by certain partners. In connection with the amendment, transfers of interests occurred, in addition to and including the transfer of interests in residual profits, all of which were effective January 17, 1995. Effective March 29, 1996, the partnership agreement was amended to provide for the admission of an additional limited partner. In connection with the amendment, additional transfers of interests occurred, including the transfer of residual profits interests. Effective as of the amendment date, the Partnership consists of two general partners, Olympus Rancho Mirage, Inc. (ORMI) and HMTF/O Rancho Mirage, L.P. (HMTF/O RMLP), and various limited partners. The Hotel's liquor licenses are held by an entity whose sole shareholder is an employee of an affiliate of the Partnership (the "Concession Entity"). The Partnership has leased the food and beverage operations of the Hotel to the Concession Entity, which has contracted with the Hotel's manager to manage the food and beverage operations. The rental payments received under the lease approximate the net profit generated by the food and beverage operations. Since the Partnership receives all the economic benefit of the food and beverage operations, the accompanying financial statements are shown on a gross basis and include all food and beverage activity. F-7 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation and Use of Estimates The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Concentration of Credit Risk At December 31, 2000 and 1999, there were cash balances with banks in excess of the FDIC-insured limits by $7,362,492 and $4,755,293, respectively. At September 30, 2001, there were cash balances with banks in excess of FDIC-insured limits by $7,456,557 (unaudited). The Partnership has not experienced any losses in its cash accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Restricted Cash The Partnership is required to maintain funds for the replacement of furniture, fixtures, and equipment. A provision of the Partnership's loan agreement requires regular deposits to a reserve for a certain percentage of gross revenues, as defined (Note 4). Inventories Inventories consist primarily of food, beverages, merchandise, and operating supplies and are stated at the lower of cost (generally first-in, first-out) or market. Property and Equipment Property and equipment is stated at the lower of depreciated cost or net realizable value. Net realizable value for financial reporting purposes is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the Hotel may not be recoverable. Impairment is recognized when estimated expected future cash flows (undiscounted and without interest charges) are less than the carrying amount of the Hotel. The estimation of expected future net cash flows is inherently uncertain and relies to a considerable extent on assumptions regarding current and future economics and market conditions and the availability of capital. If, in future periods, there are changes in the estimates or assumptions incorporated into the impairment review analysis, the changes could result in an adjustment to the carrying amount of the Partnership's long-lived assets. To the extent that an impairment has occurred, the excess of the carrying amount of the Hotel over its F-8 estimated fair value, less estimated selling costs, would be charged to income. As of September 30, 2001, management of the Partnership believed there was no impairment of the carrying value of the Hotel. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. The estimated lives are as follows: Building and improvements 40 years Furniture, fixtures, and equipment 5 years The cost of building and improvements includes the purchase price of the Hotel, associated legal fees, and acquisition costs. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations or betterments that extend the economic useful life of assets are capitalized. The Partnership is currently planning to develop an 18-hole golf course in the general area of the Hotel. As such, the Partnership has started to accumulate land parcels on which the course will be built and retained various consultants to assist in the entitlement, planning, and development of the planned golf course (see Note 7). As of December 31, 2000 and 1999, total costs of $4,732,643 and $4,071,974, respectively, had been incurred related to the planned golf course and are included in construction in progress on the accompanying balance sheets. As of September 30, 2001, total costs of $5,046,266 (unaudited) had been incurred related to the planned golf course and are included in construction in progress on the accompanying balance sheet. Income Taxes accounting.

No provision for income taxes has been recorded in the financial statements as the partners are required to report their share of the Partnership's earnings in their respective income tax returns. The Partnership's tax returns and the amounts of allocable income or loss are subject to examination by federal and state taxing authorities. If such examinations result in changes to income or loss, the tax liability of the partners could be changed accordingly. Revenue Recognition Revenue is recognized as earned. Ongoing credit evaluations are performed and an allowance for doubtful accounts has been provided for the portion of accounts receivable which is estimated to be uncollectible. Advertising Costs Advertising costs are expensed the first time the advertising takes place. F-9 Earnings Per Share The provisions of SFAS No. 128, "Earnings Per Share" are not applicable to the Partnership. As such, the items required for presentation pursuant to SFAS No. 128 are not reflected in the accompanying financial statements. Fair Value of Financial Instruments The recorded amounts for cash and cash equivalents, receivables, other current assets, and payables and liabilities approximate fair value due to their short-term nature. The fair value of the mortgage note payable approximates book value due to the variable nature of the interest rate associated with that debt. Distributions of Cash Flow and Allocation of Net Income (Loss) No distributions were made to the partners during the nine months ended September 30, 2001 (unaudited), or the years ended December 31, 2000 and 1999. Net income (loss) of the Partnership is allocated in accordance with the terms of the partnership agreement. 3. MANAGEMENT AND ASSET MANAGEMENT AGREEMENTS: On January 19, 1995, the Partnership entered into an operating agreement with Ritz-Carlton Hotel Company (the "Manager") for the management and operations of the Hotel. The operating agreement has a term of fifteen years, which expires in January 2010. Under the operating agreement, the Partnership is required to pay the Manager a base fee equal to 2% of Gross Revenues, as defined. The Partnership incurred a base fee of $588,470 and $556,820 for the years ended 2000 and 1999, respectively. The Partnership incurred a base fee of $417,737 (unaudited) and $436,309 (unaudited) for the nine months ended September 30, 2001 and 2000, respectively. Additionally, the Partnership is required to pay the Manager a group service fee of up to 1% of Gross Revenues, as defined, which totaled $294,710 and $211,766 for the years ended 2000 and 1999, respectively. The group service fee totaled $208,869 (unaudited) and $218,629 (unaudited) for the nine months ended September 30, 2001 and 2000, respectively. The group service fee is included in operating expenses in the accompanying financial statements. The Partnership is also required to pay an incentive fee equal to 10% of Net Cash Flow, as defined, up to $1,000,000, and 10% of Net Cash Flow over $1,000,000, until such time the Partnership has received a 15% internal rate of return, in which case the Manager will receive 15% of Net Cash Flow over $1,000,000. The Partnership incurred incentive fees of $267,284 and $208,242 for the years ended 2000 and 1999, respectively. For the nine months ended September 30, 2000, the Partnership incurred incentive fees of $81,140 (unaudited). No such fees were incurred for the nine months ended September 30, 2001. On February 1, 2000, the Partnership entered into an asset management agreement with Gemstone Hospitality, LLC ("Gemstone"). In accordance with this agreement, the Partnership is required to pay Gemstone a monthly fee of $16,667 along with reasonable expense reimbursements. The agreement has an original term of nine months but can be extended on a month-to-month basis. The agreement has been extended through September 2001. For the year ended December 31, 2000, the F-10 Partnership incurred and paid approximately $194,000 to Gemstone under this agreement. For the nine months ended September 30, 2001 and 2000, the Partnership incurred and paid approximately $171,000 (unaudited) and $141,000 (unaudited), respectively, to Gemstone under this agreement. 4. MORTGAGE NOTE PAYABLE: On August 3, 1995, the Partnership executed a loan agreement and related promissory note with a French banking corporation (the "Bank") to refinance a portion of the acquisition cost of the Hotel (the "Mortgage Note"). The Mortgage Note has a face amount of $14,000,000, an initial maturity date of July 31, 1999, and an extended maturity date of July 31, 2000, if certain conditions are met. The Partnership met all the conditions during 1999 and extended the maturity to July 31, 2000. In 2000, the Partnership negotiated with the Bank to extend the Mortgage Note for an additional year to July 31, 2001. During 2001, the maturity date was extended again to June 29, 2002 (unaudited). Management is considering a number of alternatives regarding the refinancing of the Mortgage Note. These alternatives include refinancing the mortgage note with the current lender or arranging financing with a new lender. Management believes that current operations of the Hotel are such that they will be able to refinance or otherwise payoff the existing mortgage debt prior to maturity. As of September 30, 2001, future minimum principal payments through the maturity date are as follows (unaudited): 2001 $ 72,000 2002 12,752,000 ------------- $ 12,824,000 ============= Interest on the Mortgage Note is payable monthly in arrears. The initial rate of interest pursuant to the loan agreement was the greater of bank prime or the Federal Funds Rate plus .5%. Pursuant to the terms of the loan agreement, the Partnership exercised its option to convert to an interest rate of LIBOR plus 3% (6.58% (unaudited), 9.82%, and 8.16% at September 30, 2001, December 31, 2000 and 1999, respectively). As a condition to the loan agreement, the Partnership was required to obtain interest rate protection. To meet this requirement, the Partnership entered into an interest rate cap agreement (the "Cap") with the Bank on August 7, 1995. The Cap was effective beginning on August 1, 1996, and continuing until July 31, 1999. The Cap had an initial notional amount of $14,000,000 and amortized to an amount of $13,448,000 on July 31, 1999. The Cap provided for a maximum rate for LIBOR of 9.0%. Pursuant to the loan agreement, the Partnership must establish and maintain a capital expenditure reserve (the "CAPEX Reserve"). On the date of funding of the Mortgage Note, the Partnership established a CAPEX Reserve by depositing $250,000 into a separate bank account. Commencing November 1, 1995, and on the 31st day following each calendar quarter thereafter, the Partnership is required to deposit 3% of the Gross Revenues of the Hotel, as defined, into the CAPEX Reserve. The CAPEX Reserve is to be used to complete the improvements specified in the loan agreement, other capital improvements, and for the purchase of furniture, fixtures, and equipment. This balance is $447,903 and $649,538 as of December 31, 2000 and 1999, respectively. As of September 30, 2001, this balance is $535,700 (unaudited). F-11 The Mortgage Note is collateralized by, among other things, the Hotel and related property, the assignment of leases, the assignment of management agreements for the operation of the Hotel and the concession entity, a cash collateral agreement, the amenities agreement, an environmental indemnity, and the pledge of stock in the Concession Entity. The Mortgage Note provides for the maintenance of certain financial and nonfinancial covenants. At December 31, 2000, management believed the Partnership was in compliance with these covenants. 5. RELATED-PARTY TRANSACTIONS: Pursuant to the administrative fee agreement and related amendment, the Partnership is required to pay to an Olympus affiliate an annual administrative fee equal to .75% of the Cost of the Acquired Asset, as defined, for administrative services. For the years ended December 31, 2000 and 1999, the Partnership incurred and paid administrative fees of $203,593 and $207,200, respectively. For the nine months ended September 30, 2001 and 2000, the Partnership incurred and paid administrative fees of $155,376 (unaudited) and $150,401 (unaudited), respectively. 6. FUTURE RENTAL RECEIPTS: The Partnership entered into lease agreements with three tenants to lease retail space in the Hotel. The agreements have initial terms ranging from one to five years with the longest lease ending December 31, 2002. Future minimum base rentals, under noncancelable leases, due to the Partnership as of December 31, 2000, are as follows: 2001 $ 77,180 2002 19,750 --------- $ 96,930 ========= In addition to base rent, the tenants are required to pay their pro rata share of Operating Costs, as defined, and percentage rent based on criteria defined in their respective lease agreements. 7. COMMITMENTS AND CONTINGENCIES: Operating Leases During 2001, the Partnership entered into a lease agreement to lease equipment under operating leases with terms ranging from two to five years. Future minimum lease payments under noncancelable operating leases as of December 31, 2000, are as follows: 2001 $ 113,953 2002 109,092 2003 95,302 2004 85,452 2005 14,242 -------- $ 418,041 ======== F-12 Capital Leases The Partnership leases equipment under a capital lease with a remaining term of seven years. Future minimum payments under the capital lease obligation as of September 30, 2001 (unaudited), are as follows: 2001 $ 39,847 2002 159,387 2003 159,387 2004 159,387 2005 159,387 Thereafter 332,129 --------- Total minimum lease payments 1,009,524 Less-Amounts representing interest (274,429) ---------- Present value of minimum lease payments $ 735,095 ======== All operating and capital leases are collateralized by the respective lease equipment. Other Commitments and Contingencies The Partnership may be obligated for an additional $2,000,000 (the "Deferred Purchase Price") in connection with the acquisition of the Hotel if the Partnership, or an affiliate, has built an 18-hole golf course located in the general area of the Hotel and is available for use by Hotel guests on a nonexclusive basis. The Deferred Purchase Price obligation terminates if the golf course has not been completed on or before the earlier of (a) ten years after the initial acquisition or (b) the sale of the Hotel to an unrelated third party any time after five years from the date of the Initial Acquisition. The Partnership has retained consultants to assist in the entitlement, planning, and development of the planned golf course. On October 20, 1995, the Partnership entered into a Development Management/Construction Management Agreement with Winchester Development Company, L.L.C. ("Winchester"). This agreement was amended effective in June 1997. Pursuant to the amended agreement, prior to the construction of the golf course, Winchester is paid a fee equal to the lessor of (i) $150 per hour for all hours worked by Winchester employees as approved by the Partnership or (ii) $16,000 per month. Upon commencement of golf course construction, Winchester is to be paid a fee equal to the lesser of (i) 5% of the cost to construct the golf course or (ii) $450,000 and the lesser of (i) 8% of the cost of the clubhouse or (ii) $160,000. If the golf course is partially or completely abandoned at any time during the term of the above discussed agreement, Olympus, in its sole discretion, may terminate all or a portion of the agreement by giving 30 days prior written notice. The Partnership has paid approximately $75,000 and $91,000 for the years ended December 31, 2000 and 1999, respectively, to Winchester under the amended agreement. For the nine months ended September 30, 2001 and 2000, the Partnership has paid approximately $75,000 (unaudited) and $73,000 (unaudited), respectively. The Partnership has incurred total costs related to the golf course of approximately $661,000 and $1,476,000 for the years ended December 31, 2000 and 1999, respectively. The Partnership has incurred total costs related to the golf course of approximately $313,623 (unaudited) and $457,390 (unaudited) for the nine months ended September 30, 2001 and 2000, re- F-13 spectively. All of these costs, including fees paid to Winchester, have been capitalized and are included in construction in progress on the accompanying balance sheets. The Partnership may be subject to certain litigation and claims in the ordinary course of business, which are generally covered by insurance policies. In management's opinion, litigation and claims will not have a material adverse effect upon the financial position or results of operations of the Partnership. 8. SUBSEQUENT EVENT (UNAUDITED): In November 2001, the Partnership sold the Hotel and related assets and liabilities to a wholly owned subsidiary of Vail Resorts, Inc. for a total sales price of approximately $45 million in cash. $20 million was received at closing with the remaining $25 million to be received approximately two years from closing. F-14 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Management of Vail Resorts, Inc.: We have audited the accompanying balance sheets of the Vail Marriott Mountain Resort (a wholly-owned subsidiary of Host Marriott L.P. - the "Hotel") as of December 31, 2000, and the related statements of operations and changes in owner's capital, and cash flows for the year then ended. These financial statements are the responsibility of the Hotel's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Vail Marriott Mountain Resort as of December 31, 2000, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. The financial statements of the Vail Marriott Mountain Resort as of September 30, 2001, and for the nine months ended September 30, 2001 and 2000, were not audited by us and, accordingly, we do not express an opinion on them. ARTHUR ANDERSEN LLP Denver, Colorado January 11, 2002. F-15

~~The accompanying notes are an integral part of these statements. F-16~~

~~The accompanying notes are an integral part of these statements. F-17~~

~~The accompanying notes are an integral part of these statements. F-18~~ VAIL MARRIOTT MOUNTAIN RESORT NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 1. ORGANIZATION AND BUSINESS: The Vail Marriott Mountain Resort (the "Hotel") is located at the base of Vail Mountain, in Vail, Colorado. The Hotel was originally opened in 1972, and was acquired by Host Marriott, L.P. ("Host") in 1994. The Hotel operated as a wholly-owned property of Host until December of 2001, at which time it was acquired by a wholly-owned subsidiary of Vail Resorts, Inc. ("Vail"). The Hotel maintains approximately 350 guest rooms, including a number of condominium units and caters to both group and individual guests. The Hotel maintains 14 meeting rooms, covering over 16,000 square feet of meeting space. The Hotel provides guests with an on-site restaurant, room service, a cocktail lounge, laundry facilities, a hair salon, concierge service, a full business center, a full spa and health club. Occupancy at the Hotel is seasonal with the winter ski season accounting for a greater portion of the Hotel's operating results. The Hotel competes with a number of properties located throughout the Vail Valley and Beaver Creek as well as other parts of Colorado. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation and Use of Estimates The accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Hotel considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Fair Value of Financial Instruments The carrying amounts of cash equivalents, trade receivables and trade payables approximate their fair value due to their short-term nature. F-19 Inventories Inventories consist primarily of food, beverages, merchandise, and operating supplies and are stated at the lower of cost (generally first-in, first-out) or market. Property and Equipment Property and equipment is stated at the lower of depreciated cost or net realizable value. Net realizable value for financial reporting purposes is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Impairment is recognized when estimated expected future cash flows (undiscounted and without interest charges) are less than the carrying amount of the Hotels long-lived assets. The estimation of expected future net cash flows is inherently uncertain and relies to a considerable extent on assumptions regarding current and future economics and market conditions and the availability of capital. If, in future periods, there are changes in the estimates or assumptions incorporated into the impairment review analysis, the changes could result in an adjustment to the carrying amount of the Hotel's long-lived assets over their estimated fair value. To the extent that an impairment has occurred, the excess of the carrying amount of the Hotel over its estimated fair value, less estimated selling costs, would be charged to income. As of September 30, 2001 and December 31, 2000, management of the Hotel believed there was no impairment of the carrying value of the Hotel's long-lived assets. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. The estimated lives are as follows: Building and improvements Shorter of 39 years or life Furniture, fixtures, and equipment of asset 3-7 years The cost of building and improvements includes the purchase price of the Hotel, associated legal fees, and acquisition costs. Expenditures for maintenance and repairs are charged to operations as incurred. Significant renovations or betterments that extend the economic useful life of assets are capitalized. During November of 2000, the Hotel sustained damage from a fire. Property and equipment with a net book value of approximately $7.5 million were written off in connection with the fire. Total casualty proceeds received from the insurance company amounted to approximately $20 million, of which approximately $13 million was still due as of September 30, 2001 (unaudited). All remaining casualty amounts due were collected in December of 2001 (unaudited). As subsequent payment was assured, the Hotel recognized the net gain from the fire during the year ended December 31, 2000. In connection with its business interruption insurance coverage, the Hotel received an advance payment of approximately $3 million from its insurance company in December of 2000. This advance payment, less any amounts recognized as revenue from business interruption proceeds, is reflected as deferred revenue in the accompanying December 31, 2000 balance sheet. As of September 30, 2001 all business interruption proceeds received had been recognized as revenues based on the covered period. Revenue related to business interruption insurance is reflected in Other Departments Revenue in the accompanying statements of operations. F-20 Income Taxes No provision for income taxes has been recorded in the financial statements as the Hotel is a wholly-owned subsidiary of Host. Host was formed as a limited partnership and therefore, partners are required to report their share of Host's earnings in their respective income tax returns. Accordingly, no provision for income taxes has been allocated to the Hotel. Revenue Recognition Revenue is recognized as earned. Ongoing credit evaluations are performed and an allowance for doubtful accounts has been provided for the portion of accounts receivable which is estimated to be uncollectible. Advertising Costs Advertising costs are expensed the first time the advertising takes place. Earnings Per Share The provisions of Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share", are not applicable to the Hotel. As such, the items required for presentation under pursuant to SFAS No. 128 are not reflected in the accompanying financial statements. Distributions of Cash Flow The Hotel remits all available cash flow to Host on a periodic basis. Recently Issued Accounting Pronouncements In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations". SFAS No. 141 addresses financial accounting and reporting for business combinations and supersedes APB Opinion No. 16, "Business Combinations". The major provisions of SFAS No. 141 include (a) the elimination of the pooling-of-interests method of accounting for business combinations, (b) additional criteria for the recognition of intangible assets independent of goodwill, and (c) disclosure of the primary reasons for a business combination and the allocation of the purchase price paid to the assets acquired and liabilities assumed by major balance sheet caption. The majority of the provisions of APB Opinion No. 16 are retained by SFAS No. 141. The provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001. In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets". SFAS No. 142 addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in business combinations) should be accounted for in financial statements upon their acquisition, and also addresses how goodwill and other intangible assets (including those acquired in business combinations) should be accounted for after they have been initially recognized in the financial statements. The major provisions of SFAS No. 142 and differences from APB Opinion No. 17 include (a) no am- F-21 ortization of goodwill and other certain intangible assets with indefinite lives, (b) a more aggregate view of goodwill and accounting for goodwill based on units of the combined entity, (c) a better defined "two-step" approach for testing impairment of goodwill, (d) a better defined process for testing other intangible assets for impairment, and (e) disclosure of additional information related to goodwill and intangible assets. The "two-step" impairment approach to testing goodwill is required to be performed at least annually with the first step involving a screen for potential impairment and the second step measuring the amount of impairment. The provisions of SFAS No. 142 are required to be applied starting with fiscal years after December 15, 2001. The Hotel does not anticipate the adoption of SFAS No. 142 to have any impact on its financial position or results of operations. In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", but retains the requirements of SFAS No.121 to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. SFAS No. 144 removes goodwill from its scope as the impairment of goodwill is addressed prospectively pursuant to SFAS No. 142. SFAS No. 144 is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those years. The Hotel does not expect the adoption of SFAS No. 144 to have a material impact on its financial position or results of operations. 3. MANAGEMENT AGREEMENT: On October 20, 1994, the Hotel entered into an operating agreement with Marriott Hotel Services, Inc. (the "Manager") for the management and operations of the Hotel. The operating agreement has a term of approximately fifteen years, which was to expire in December of 2009. Under the operating agreement, the Hotel is required to pay the Manager a base fee equal to 3% of Gross Revenues, as defined. The Hotel incurred a base fee of $575,130, $436,742 (unaudited) and $483,168 (unaudited) during the year ended December 31, 2000 and the nine months ended September 30, 2001 and 2000, respectively. The Hotel is also required to pay an incentive fee equal to 40% of the available net cash flow, as defined, provided that the incentive fee does not exceed 20% of operating profit with respect to each fiscal period. The Hotel incurred incentive fees of $407,455, $620,837 (unaudited) and $294,038 (unaudited) during the year ended December 31, 2000 and the nine months ended September 30, 2001 and 2000, respectively. During the nine months ended September 31, 2001 (unaudited), the incentive fee was not impacted by certain expenses incurred by the Hotel related to the fire. 4. FUTURE RENTAL RECEIPTS: The Hotel entered into a lease agreement with a tenant to lease retail space in the Hotel. The agreement has an initial term of three years expiring September 30, 2002. Rental income is reflected in Other Departments Revenue in the accompanying statements of operations. Future minimum base rentals, under noncancelable leases, due to the Hotel as of December 31, 2000 are as follows: F-22 2001 $ 66,756 2002 50,067 -------- $ 116,823 ======== 5. RELATED PARTY TRANSACTIONS: The Hotel has entered into management agreements with the third party owners of the 28 condominium units contained within the Hotel. The Hotel is responsible for the management and maintenance of these units, including the collection of rental income from guests' stays. The Hotel then remits to each unit owner a pre-defined percentage (between 50% and 70%) of the rental income received from guests. The rental receipts received by the Hotel, net of the amounts remitted to condominium unit owners, are reflected as Room Revenues in the accompanying statements of operations. During the year ended December 31, 2000 and the nine months ended September 30, 2001 and 2000, the Hotel remitted $498,835, $421,503 (unaudited) and $418,305 (unaudited), to the condominium unit owners, respectively. The Hotel leases various apartments from an apartment complex located in the Vail Valley. The Hotel then subleases these apartments to employees to provide affordable housing. The Hotel pays the apartment complex approximately $264,000 each year for the lease of the units and recoups approximately $150,000 from its employees on an annual basis. The amounts paid to the apartment complex owner are reflected net of the rental amounts received from employees in the accompanying statements of operations. The Hotel participates in the Marriott Rewards program through which guests may redeem awards for free rooms and other amenities at the Hotel. The Hotel is reimbursed by Host for a pre-determined amount for each room occupied under this program. During the year ended December 31, 2000 and the nine months ended September 30, 2001 and 2000, the Hotel recognized $362,946, $285,285 (unaudited) and $334,443 (unaudited) as room revenues under this program, respectively. The revenue recognized is equal to the reimbursements received from Host. During June of 2001 (unaudited), Host, on behalf of the Hotel, entered into a technical services agreement with Marriott International Design and Construction Services, Inc. ("MIDCS"), a related party, to provide project management and other technical services related to the re-construction of the section of the Hotel damaged in the November 2000 fire. Under this agreement, MIDCS provides to Host a periodic estimate of costs and expenses to be incurred, with compensation then agreed to by both parties. The agreement runs through the completion of the construction project. 6. COMMITMENTS AND CONTINGENCIES: Operating Leases The Hotel leases equipment and vehicles under operating leases with terms ranging from one to five years. Future minimum lease payments under noncancelable operating leases as of December 31, 2000 are as follows: 2001 $ 565,120 2002 402,531 F-23 2003 46,644 2004 33,019 2005 2,400 ---------- $ 1,049,714 ========== The Hotel may be subject to certain litigation and claims in the ordinary course of business, which are generally covered by insurance policies. In management's opinion, litigation and claims will not have a material adverse effect upon the financial position or results of operations of the Hotel. 7. SUBSEQUENT EVENT: In December of 2001, the Hotel's assets and liabilities were sold to a wholly-owned subsidiary of Vail for a sales price of approximately $50 million in cash. In connection with the sale of the Hotel, Vail entered into a franchise agreement with Marriott International, Inc. for the continued use of the Marriott brand name and participation in group advertising, promotional and sales programs. Under this agreement, Vail is required to pay Marriott International, Inc. a monthly franchise fee equal to 6% of gross room sales and 3% of gross food and beverage sales in addition to a chain-wide fee equal to 1% of gross room sales at the Hotel. The original term of the franchise agreement is 20 years. F-24 ================================================================================ $160,000,000 VAIL RESORTS, INC. Exchange Offer for $160,000,000 Aggregate Principal Amount of 8 3/4% Senior Subordinated Notes due 2009 -------------- PROSPECTUS -------------- , 2002 - -------------------------------------------------------------------------------- We have not authorized any dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. ~~You~~Investors must not rely on any unauthorized ~~information.~~information or representations. This prospectus isdoes not offer to sell or ask for offers to buy any securities other than those to which this prospectus relates and it does not constitute an offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is ~~unlawful.~~unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. The information contained in this prospectus is current only as of its date.

, ~~2002. - -------------------------------------------------------------------------------- ================================================================================~~ 2011

Item 20. ~~INDEMNIFICATION OF DIRECTORS AND OFFICERS.~~Indemnification of Directors and Officers

Vail Resorts, Inc. is a Delaware corporation. Section ~~145~~145(a) of the Delaware General Corporation Law ~~(the "DGCL"~~("DGCL") ~~makes provision~~provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Vail Resorts, Inc.'s Certificate of Incorporation ~~(the "Certificate") provides~~and Bylaws provide, in effect, that, to the fullest extent and under the circumstances permitted by ~~Delaware law or another applicable law, a director~~Section 145 of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Under current Delaware law, liability of a director may not be limited (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases and (iv) for any transaction from which the director derives an improper personal benefit. The effect of the provision of the Certificate is to eliminate the rights of the Company and its stockholders (through stockholders' derivative suits on behalf of the Company) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. This provision does not limit or eliminate the rights of the Company or any stockholder to seek nonmonetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. In addition, the Company's Restated Bylaws (the "Bylaws") provide that the Company shall indemnify its directors, officers and employees to the fullest extent permitted by applicable law. The Bylaws provide that the Company mayDGCL, Vail Resorts, Inc. will indemnify any person who is or was involved in any manner or is threatened to be made so involved in any threatened, pending, or completed investigation, claim, action, suit, or proceeding, whether civil,

criminal, administrative, or investigative, ~~(including any action, suit or proceeding by or in the right of the registrant to procure a judgment in its town),~~ by reason of the fact that hesuch person is or was ~~or had agreed to become~~ a director, officer, or employee of ~~the registrant~~Vail Resorts, Inc. or while a director, officer, or employee of Vail Resorts, Inc. is or was ~~or had agreed to become~~serving at the request of ~~the board or an officer of the registrant~~Vail Resorts, Inc. as a director, officer, or employee of another corporation, partnership, joint venture, trust, or other entity.

Vail Resorts, Inc. currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of Vail Resorts, Inc. and its subsidiaries.

Vail Resorts, Inc. and Vail Holdings, Inc. have each entered into indemnification agreements with certain of their executive officers. On October 15, 2008, Vail Resorts, Inc. entered into indemnification agreements with Robert A. Katz and Jeffrey W. Jones, and Vail Holdings, Inc. entered into indemnification agreements with Blaise T. Carrig and John Mc.D. Garnsey. The agreements are identical. Each agreement requires the entity to indemnify and hold harmless the applicable officer to the fullest extent authorized by Delaware law and the Certificate of Incorporation and Bylaws of the entity. Each agreement provides that the entity will indemnify and hold harmless the applicable officer against all expenses, ~~(including attorneys' fees),~~ judgments, penalties, fines and amounts paid in settlement actually ~~and~~or reasonably incurred by ~~such person~~him or on his behalf, if, by reason of his status as an officer of the entity, he is, or is threatened to be, made a party or participant in any proceeding. The only limitation on this obligation is that the entity is not required to make any payment that is determined to be unlawful in accordance with the determination procedures set forth in the agreement. The entity must also advance to the indemnified officer all expenses reasonably and necessarily incurred by him or on his behalf in connection with any proceeding in which he is made a party or participant by reason of his status of an officer of the entity.

See the Exhibit Index attached to this registration statement and incorporated herein by reference.

All schedules for which provision is made in the applicable accounting regulation of the SEC have been omitted because the required information is not applicable or because the information required has been included in the financial statements or notes thereto that have been incorporated by reference herein.

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of the receipt of such ~~Proceeding. II-1~~ ~~ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS INDEX. (a) Exhibits: Exhibit No. Description 3.1* Amended~~request, and ~~Restated Certificate~~to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of ~~Incorporation~~the registration statement through the date of responding to the request.

To supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the ~~State~~securities being registered which remain unsold at the termination of ~~Delaware. 3.2* Amended~~the offering.

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and ~~Restated By-Laws. 4.1** Purchase Agreement, dated~~included in the registration statement as of ~~November 16, 2001 among Vail Resorts, Inc.~~the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the ~~guarantors named on Schedule I thereto, and Deutsche Banc Alex. Brown, Banc~~registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of ~~America Securities LLC, Bear, Stearns & Co. Inc., CIBC World Markets and Fleet Securities, Inc. 4.2** Indenture, dated as of November 21, 2001 among Vail Resorts, Inc.,~~ the guarantors named therein and The Bank of New York, as trustee. 4.3** First Supplemental Indenture, dated as of January 15, 2002, to Indenture dated as of November 21, 2001 among Vail Resorts, Inc., the guarantors named therein and The Bank of New York, as trustee. 4.4** Form of Global Note (included in Exhibit 4.2). 4.5** Registration Rights Agreement, dated as of November 21, 2001 among Vail Resorts, Inc., the guarantors signatory thereto and Deutsche Banc Alex. Brown, Banc of America Securities LLC, Bear, Stearns & Co. Inc., CIBC World Markets and Fleet Securities, Inc. 5.1** Opinion of Cahill Gordon & Reindelregistration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the ~~legality~~registration statement or prospectus that was part of the ~~Exchange Notes and~~registration statement or made in any such document immediately prior to such date of first use.

That, for the ~~Guarantees~~purpose of ~~certain~~determining liability of the ~~Guarantors. 5.2** Opinion~~registrant under the Securities Act to any purchaser in the initial distribution of ~~General Counsel~~the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the ~~Company as~~purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the ~~legality~~purchaser and will be considered to offer or sell such securities to such purchaser:

That, for purposes of determining any liability under the Securities Act, ~~of 1933,~~ each filing of the registrant's annual report pursuant to ~~section~~Section 13(a) or ~~section~~ 15(d) of the ~~Securities~~ Exchange Act (and, where applicable, each filing of ~~1934~~an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in ~~this~~the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof. (b) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (c)

Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933~~ may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been ~~advised~~informed that in the opinion of the ~~Securities and Exchange Commission~~SEC such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ~~II-3~~ ~~(d) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13~~

Pursuant to the requirements of ~~the~~ Securities Act of 1933, as amended, Vail Resorts, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, as of November 4, 2011.

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 4, 2011 in the capacities indicated below.

Signature		Title


/s/ ROBERT A. KATZ		Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Co-President, Chief Financial Officer and Director
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Senior Vice President, Controller and Chief Accounting Officer
		(Principal Accounting Officer)
/s/ ROLAND A. HERNANDEZ		Director
/s/ THOMAS D. HYDE		Director

Signature		Title


/s/ RICHARD D. KINCAID		Director
/s/ JOHN T. REDMOND		Director
/s/ HILARY A. SCHNEIDER		Director
/s/ JOHN F. SORTE		Director

Pursuant to the requirements of Securities Act of 1933, as amended, the undersigned Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, as of November 4, 2011.


		ALL MEDIA ASSOCIATES, INC.
		ALL MEDIA HOLDINGS, INC.
		BOOTH CREEK SKI HOLDINGS, INC.
		BEAVER CREEK ASSOCIATES, INC.
		BEAVER CREEK CONSULTANTS, INC.
		BEAVER CREEK FOOD SERVICES, INC.
		BRYCE CANYON LODGE COMPANY
		BCRP INC.
		BRECKENRIDGE RESORT PROPERTIES, INC.
		COLTER BAY CORPORATION
		CRYSTAL PEAK LODGE OF BRECKENRIDGE, INC.
		DELIVERY ACQUISITION, INC.
		FLAGG RANCH COMPANY
		GILLET BROADCASTING, INC.
		GRAND TETON LODGE COMPANY
		JACKSON LAKE LODGE CORPORATION
		JENNY LAKE LODGE, INC.
		JACKSON HOLE GOLF AND TENNIS CLUB, INC.
		KEYSTONE DEVELOPMENT SALES, INC.
		KEYSTONE FOOD AND BEVERAGE COMPANY
		KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
		LODGE PROPERTIES INC.
		LODGE REALTY, INC.
		LAKE TAHOE LODGING COMPANY
		MESA VERDE LODGE COMPANY
		NATIONAL PARK HOSPITALITY COMPANY
		PROPERTY MANAGEMENT ACQUISITION CORP., INC.
		ROCKRESORTS EQUINOX, INC.
		SSV HOLDINGS, INC.
		SSV ONLINE HOLDINGS, INC.
		TETON HOSPITALITY SERVICES, INC.
		TRIMONT LAND COMPANY
		THE VAIL CORPORATION
		VAIL ASSOCIATES HOLDINGS, LTD.
		VAIL ASSOCIATES INVESTMENTS, INC.
		VAIL/ARROWHEAD, INC.
		VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
		VAMHC, INC.
		VAIL ASSOCIATES REAL ESTATE, INC.
		VA RANCHO MIRAGE I, INC.


		VA RANCHO MIRAGE II, INC.
		VAIL FOOD SERVICES, INC.
		VAIL HOLDINGS, INC.
		VAIL RESORTS DEVELOPMENT COMPANY
		VAIL RESORTS LODGING COMPANY
		VAIL RR, INC.
		VAIL SUMMIT RESORTS, INC.
		VAIL TRADEMARKS, INC.
		THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP, INC.
		VR ACQUISITION, INC.
		VR HEAVENLY CONCESSIONS, INC.
		VR HEAVENLY I, INC.
		VR HEAVENLY II, INC.
		VR HOLDINGS, INC.
		ZION LODGE COMPANY

Pursuant to the requirements of Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on November 4, 2011 in the capacities indicated below.

Signature		Title


/s/ ROBERT A. KATZ		Chief Executive Officer and Director of the Registrants
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director of the Registrants
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of the Registrants
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director of the Registrants

Pursuant to the requirements of Securities Act of 1933, as amended, the undersigned Registrant has duly caused this ~~Amendment No. 1 to the~~ Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~New York,~~Broomfield, State of ~~New York, on~~Colorado, as of November 4, 2011.

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. VAIL RESORTS, INC. By: /s/ James P. Donohue -------------------------------------------- Name: James P. Donohue Title: Chief Financial Officersame with all exhibits thereto and ~~Senior Vice President~~other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of ~~the~~ Securities Act of 1933, as amended, this ~~Amendment No. 1 to the~~ Registration Statement has been signed by the following persons on November 4, 2011 in the capacities ~~and on the dates indicated.~~ indicated below.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman of the Board,


/s/ ROBERT A. KATZ		Chief Executive ~~February 20, 2002 - ---------------------------------------~~ Officer and Director ~~Adam M. Aron * President~~of VA Rancho Mirage I, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue Senior Vice President and~~ of VA Rancho Mirage I, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief ~~Financial February 20, 2002 - ---------------------------------------~~Accounting Officer ~~James P. Donohue~~ of VA Rancho Mirage I, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director - --------------------------------------- Antony P. Ressler * Director February 20, 2002 - --------------------------------------- Bruce H. Spector * Director February 20, 2002 - --------------------------------------- Craig M. Cogut * Director February 20, 2002 - --------------------------------------- Frank Biondi Director - --------------------------------------- James S. Tisch * Director February 20, 2002 - --------------------------------------- John F. Sorte S-1 * Director February 20, 2002 - --------------------------------------- John J. Ryan III * Director February 20, 2002 - --------------------------------------- Joe R. Micheletto Director - --------------------------------------- Leon D. Black * Director February 20, 2002 - --------------------------------------- Marc J. Rowan * Director February 20, 2002 - --------------------------------------- Robert A. Katz * Director February 20, 2002 - --------------------------------------- Stephen C. Hilbert * Director February 20, 2002 - --------------------------------------- Thomas H. Lee * Director February 20, 2002 - --------------------------------------- William L. Mack * Director February 20, 2002 - --------------------------------------- William Stiritz * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of VA Rancho Mirage I, Inc.

~~S-2~~

Pursuant to the requirements of ~~the~~ Securities Act of 1933, as amended, the undersigned Registrant has duly caused this ~~Amendment No. 1 to the~~ Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~New York,~~Broomfield, State of ~~New York, on~~Colorado, as of November 4, 2011.

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. BEAVER CREEK ASSOCIATES, INC. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice Presidentsame with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman of the Board


/s/ ROBERT A. KATZ		Chief Executive Officer and Director ~~February 20, 2002 - --------------------------------------- Adam M. Aron * President~~of VR Heavenly I, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue Senior Vice President and~~ of VR Heavenly I, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of VR Heavenly I, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President and Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of VR Heavenly I, Inc.

~~S-3~~

Pursuant to the requirements of ~~the~~ Securities Act of 1933, as amended, the undersigned Registrants have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, as of November 4, 2011.

Pursuant to the requirements of Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on November 4, 2011 in the capacities indicated below.

Signature		Title


/s/ ROBERT A. KATZ		Chief Executive Officer of the Registrants
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer of the Registrants
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of the Registrants
		(Principal Accounting Officer)


NORTHSTAR GROUP RESTAURANT PROPERTIES, LLC
By:	Northstar Group Commercial Properties LLC, its sole member and manager
By:	VR Acquisition, Inc., its sole member and manager
By:	/s/ JEFFREY W. JONES
	Name:	Jeffrey W. Jones
	Title:	Chief Financial Officer

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the ~~20th day~~same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman


/s/ ROBERT A. KATZ		Chief Executive Officer of ~~the Board~~ and Director ~~February 20, 2002 - --------------------------------------- Adam M. Aron * President~~VR Acquisition, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue Senior Vice President and~~ of VR Acquisition, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of VR Acquisition, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President and Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of VR Acquisition, Inc.

~~S-4~~


LA POSADA BEVERAGE SERVICE, LLC
ROCKRESORTS INTERNATIONAL MANAGEMENT COMPANY
ROCKRESORTS ARRABELLE, LLC
ROCKRESORTS CHEECA, LLC
ROCKRESORTS CORDILLERA LODGE COMPANY, LLC
ROCKRESORTS DR, LLC
ROCKRESORTS HOTEL JEROME, LLC
ROCKRESORTS, LLC
ROCKRESORTS ROSARIO, LLC
ROCKRESORTS SKI TIP, LLC
ROCKRESORTS TEMPO, LLC
ROCKRESORTS WYOMING, LLC
ROCKRESORTS LA POSADA, LLC
VAIL HOTEL MANAGEMENT COMPANY, LLC
By:	Rockresorts International, LLC, their sole member
By:	Vail RR, Inc., its sole member
By:	/s/ JEFFREY W. JONES
	Name:	Jeffrey W. Jones
	Title:	Chief Financial Officer

Pursuant to the requirements of Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on November 4, 2011 in the capacities indicated below.

Signature		Title


/s/ ROBERT A. KATZ		Chief Executive Officer of and Director Vail RR, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director of Vail RR, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of Vail RR, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director of Vail RR, Inc.

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. BEAVER CREEK FOOD SERVICES, INC. By: /s/ James P. Donohue ----------------------------------------------- Name: James P. Donohue Title: Senior Vice Presidentsame with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman of the Board, President


/s/ ROBERT A. KATZ		Chief Executive Officer and Director ~~February 20, 2002 - --------------------------------------- John Garnsey /s/ James P. Donohue Senior Vice President~~of SSV Holdings, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President and~~ of SSV Holdings, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of SSV Holdings, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of SSV Holdings, Inc.

~~S-5~~

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. BRECKENRIDGE RESORT PROPERTIES, INC. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice Presidentsame with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ * President


/s/ ROBERT A. KATZ		Chief Executive Officer and Director February 20, 2002 - --------------------------------------- James P. Thompson *of Teton Hospitality Services, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director February 20, 2002 - --------------------------------------- Eric Thompson * of Teton Hospitality Services, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of Teton Hospitality Services, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- Alex Iskenderian /s/ James P. Donohue Senior Vice President February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President February 20, 2002 - --------------------------------------- Martha Dugan Rehm * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of Teton Hospitality Services, Inc.

~~S-6~~

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. COMPLETE TELECOMMUNICATIONS, INC. By: /s/ James P. Donohue ----------------------------------------------- Name: James P. Donohue Title: Vice Presidentsame with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ /s/ James P. Donohue Chairman of the Board, Vice President and February 20, 2002 - --------------------------------------- Director James P. Donohue * President


/s/ ROBERT A. KATZ		Chief Executive Officer and Director ~~February 20, 2002 - --------------------------------------- R. Keith Gwinn * Vice President~~of Vail Associates Holdings, Ltd.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- Nanci N. Northway * Vice President and~~ of Vail Associates Holdings, Ltd.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of Vail Associates Holdings, Ltd.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm Director - --------------------------------------- John Uhley * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of Vail Associates Holdings, Ltd.

~~S-7~~

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. GHTV, INC. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Chief Financial Officersame with all exhibits thereto and ~~Senior Vice President~~other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of ~~the~~ Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on November 4, 2011 in the capacities ~~and on the dates indicated.~~ indicated below.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman of the Board, President


/s/ ROBERT A. KATZ		Chief Executive Officer and Director ~~February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue~~ of Vail Resorts Development Company
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President and~~ of Vail Resorts Development Company
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of Vail Resorts Development Company
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm * Director February 20, 2002 - --------------------------------------- Adam M. Aron * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of Vail Resorts Development Company

~~S-8~~

Pursuant to the requirements of Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on November 4, 2011 in the capacities indicated below.

Signature		Title


/s/ ROBERT A. KATZ		Chief Executive Officer and Director of Vail Resorts Development Company
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director of Vail Resorts Development Company
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of Vail Resorts Development Company
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director of Vail Resorts Development Company

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. GILLETT BROADCASTING, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Chief Financial Officersame with all exhibits thereto and ~~Senior Vice President~~other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman of the Board, President


/s/ ROBERT A. KATZ		Chief Executive Officer and Director ~~February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue~~ of Vail RR, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President and~~ of Vail RR, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of Vail RR, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm * Director February 20, 2002 - --------------------------------------- Adam M. Aron * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of Vail RR, Inc.

~~S-9~~

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. GRAND TETON LODGE COMPANY By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice Presidentsame with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature		Title ~~Date - --------- ----- ----~~ * Chairman of the Board


/s/ ROBERT A. KATZ		Chief Executive Officer and Director ~~February 20, 2002 - --------------------------------------- Adam M. Aron * President~~of VR Acquisition, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director ~~February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue Senior Vice President and~~ of VR Acquisition, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting Officer of VR Acquisition, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director February 20, 2002 - --------------------------------------- James P. Donohue * Senior Vice President and Director February 20, 2002 - --------------------------------------- Martha Dugan Rehm * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact of VR Acquisition, Inc.

~~S-10~~

Each person whose signature appears below hereby constitutes and appoints Jeffrey W. Jones and Fiona E. Arnold his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the 20th day of February, 2002. JACKSON HOLE GOLF & TENNIS CLUB, INC. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice Presidentsame with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with this Registration Statement and any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of ~~the~~ Securities Act of 1933, ~~this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.~~

~~S-11~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. JHL&S LLC By: /s/ James P. Donohue ------------------------------------- Name: James P. Donohue Title: Chief Financial Officer and Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-12~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. KEYSTONE CONFERENCE SERVICES, INC. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-13~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. KEYSTONE DEVELOPMENT SALES, INC. By: /s/ James P. Donohue -------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-14~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. KEYSTONE FOOD and BEVERAGE COMPANY By: /s/ James P. Donohue -------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-15~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-16~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. LARKSPUR RESTAURANT & BAR, LLC By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Chief Financial Officer and Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933,as amended, this Registration Statement has been signed by the following persons on November 4, 2011 in the capacities ~~and on the dates indicated.~~ indicated below.


Signature		Title ~~Date - --------- ----- ----~~ * Manager February 20, 2002 - --------------------------------------- William Jensen * Manager February 20, 2002 - --------------------------------------- Marla Steele * Manager February 20, 2002 - --------------------------------------- Federick Smith Manager and President - --------------------------------------- Thomas Salamunovich Manager - --------------------------------------- Kevin Deighan Manager - --------------------------------------- Dave Ferguson * Manager February 20, 2002 - --------------------------------------- Chris Jarnot *


/s/ ROBERT A. KATZ		Chief Executive Officer ~~for SEC Purposes February 20, 2002 - --------------------------------------- Andrew P. Daly /s/ James P. Donohue~~ and Director of SSV Holdings, Inc.
		(Principal Executive Officer)
/s/ JEFFREY W. JONES		Chief Financial Officer and Director of SSV Holdings, Inc.
		(Principal Financial Officer)
/s/ MARK L. SCHOPPET		Chief Accounting ~~February 20, 2002 - ---------------------------------------~~ Officer of SSV Holdings, Inc.
		(Principal Accounting Officer)
/s/ FIONA E. ARNOLD		Director of SSV Holdings, Inc.

Exhibit No.			Description

	4.1		Indenture, dated April 25, 2011, by and among Vail Resorts, Inc., the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on April 26, 2011, File No. 001-09614).
	4.2		Supplemental Indenture, dated October 24, 2011, by and among Vail Resorts, Inc., the guarantors named therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.
	10.1		Registration Rights Agreement, dated April 25, 2011, among Vail Resorts, Inc., the guarantors named therein, and the initial purchasers listed therein (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 26, 2011, File No. 001-09614).
	5.1		Opinion of Gibson, Dunn & Crutcher LLP.
	5.2		Opinion of Greenberg Traurig, P.A.
	5.3		Opinion of Brownstein Hyatt Farber Schreck, LLP.
	5.4		Opinion of Bass, Berry & Sims, PLC.
	5.5		Opinion of Dinse, Knapp & McAndrew, P.C.
	5.6		Opinion of Hawks & Associates, LC.
	5.7		Opinion of Weiss Berzowski Brady LLP.
	12.1		Statement of Computation of Ratio of Earnings to Fixed Charges.
	23.1		Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
	23.2		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.2).
	23.3		Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.3).
	23.4		Consent of Bass, Berry & Sims, PLC (included in Exhibit 5.4).
	23.5		Consent of Dinse, Knapp & McAndrew, P.C. (included in Exhibit 5.5).
	23.6		Consent of Hawks & Associates, LC (included in Exhibit 5.6).
	23.7		Consent of Weiss Berzowski Brady LLP (included in Exhibit 5.7).
	23.8		Consent of PricewaterhouseCoopers LLP, Independent Registered Accounting Firm of Vail Resorts, Inc.
	24.1		Powers of Attorney with respect to Vail Resorts, Inc. and the co-registrants (included on the signature pages of this registration statement).
	25.1		Statement of Eligibility of Trustee, The Bank of New York Mellon Trust Company, N.A., on Form T-1.
	99.1		Form of Letter of Transmittal.
	99.2		Substitute Form W-9 and Guidelines for ~~SEC Purposes James P. Donohue S-17~~ * Senior Vice PresidentCertification of Taxpayer Identification Number on Substitute Form W-9.
	99.3		Form of Notice of Guaranteed Delivery.
	99.4		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99.5		Form of Letter to Clients for SEC Purposes February 20, 2002 - --------------------------------------- Martha Dugan Rehm * By: /s/ James P. Donohue February 20, 2002 -------------------------- James P. Donohue Attorney-in-Fact

~~S-18~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. LODGE PROPERTIES, INC. By: /s/ James P. Donohue ------------------------------------------ Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-19~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. LODGE REALTY, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-20~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. PROPERTY MANAGEMENT ACQUISITION CORP., INC. By: /s/ James P. Donohue ---------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-21~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VA RANCHO MIRAGE RESORT, L.P. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-22~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS CASA MADRONA, LLC By: ROCKRESORTS INTERNATIONAL, LLC By: /s/ James P. Donohue ------------------------------------------ Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-23~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS CHEECA, LLC By: ROCKRESORTS INTERNATIONAL, LLC By: /s/ James P. Donohue ------------------------------------------ Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-24~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS EQUINOX, INC. By: /s/ James P. Donohue ------------------------------------------------ Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-25~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS INTERNATIONAL, LLC By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-27~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS LAPOSADA, LLC By: /s/ James P. Donohue ----------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-28~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS LLC By: ROCKRESORTS INTERNATIONAL, LLC By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-29~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. ROCKRESORTS ROSARIO, LLC By: ROCKRESORTS INTERNATIONAL, LLC By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-30~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. TETON HOSPITALITY SERVICES, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-31~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL/ARROWHEAD, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-32~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL ASSOCIATES CONSULTANTS, INC. By: /s/ James P. Donohue ----------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-33~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL ASSOCIATES HOLDINGS, LTD. By: /s/ James P. Donohue ----------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-34~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL ASSOCIATES MANAGEMENT COMPANY By: /s/ James P. Donohue ---------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-35~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL ASSOCIATES REAL ESTATE, INC. By: /s/ James P. Donohue -------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-36~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL/BATTLE MOUNTAIN, INC. By: /s/ James P. Donohue ---------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-37~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL/BEAVER CREEK RESORT PROPERTIES, INC. By: /s/ James P. Donohue --------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-38~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. THE VAIL CORPORATION By: /s/ James P. Donohue ----------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-39~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL FOOD SERVICES, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-40~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL HOLDINGS, INC. By: /s/ James P. Donohue ---------------------------------------------- Name: James P. Donohue Title: Chief Financial Officer and Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-41~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL RESORTS DEVELOPMENT COMPANY By: /s/ James P. Donohue -------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-42~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL RR, INC. By: /s/ James P. Donohue ----------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-43~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL SUMMIT RESORTS, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-44~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAIL TRADEMARKS, INC. By: /s/ James P. Donohue -------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-45~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VAMHC, INC. By: /s/ James P. Donohue -------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-46~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VA RANCHO MIRAGE I, INC. By: /s/ James P. Donohue ------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-47~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. VA RANCHO MIRAGE II, INC. By: /s/ James P. Donohue ----------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-48~~ SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on the 20th day of February, 2002. THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC. By: /s/ James P. Donohue ---------------------------------------------- Name: James P. Donohue Title: Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

~~S-49~~


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee




6.50% Senior Subordinated Notes due 2019	$390,000,000	100%	$390,000,000	$44,694

Guarantees of 6.50% Senior Subordinated Notes due 2019(2)	$390,000,000	N/A(3)	N/A(3)	N/A(3)


The Exchange Offer ~~Registration Rights.......................~~		Up to $390 million aggregate principal amount of exchange notes registered under the Securities Act are being offered in exchange for the same principal amount of outstanding notes. The terms of the exchange notes and the outstanding notes are substantially identical, except that the transfer restrictions, registration rights and rights to increased interest in addition to the stated interest rate on the outstanding notes ("Additional Interest") provisions applicable to the outstanding notes will not apply to the exchange notes. You may tender outstanding notes for exchange in whole or in part in any integral multiple of $1,000, subject to a minimum exchange of $2,000. We are ~~entitled~~undertaking the exchange offer in order to satisfy our obligations under the registration rights agreement relating to the outstanding notes. For a description of the procedures for tendering the outstanding notes, see "The Exchange Offer—How to Tender Outstanding Notes for Exchange."
		In order to exchange your outstanding notes for ~~freely tradeable~~ exchange notes, with substantially identical terms. The exchange offer is intended to satisfy your exchange rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes. Accordingly, if you do not exchange your outstanding notes, you will not be able to reoffer, resell or otherwise dispose of your outstanding notes unless you comply with the registration and prospectus delivery requirements of the Securities Act, or there is an exemption available. The Exchange Offer........................ We are offering to exchange $1,000 principal amount of our 8 3/4% Senior Subordinated Notes due 2009, which have been registered under the Securities Act, for $1,000 principal amount of our outstanding 8 3/4% Senior Subordinated Notes due 2009, which were issued in a private offering on November 21, 2001. As of the date of this prospectus, there are $160.0 million principal amount at maturity of outstanding notes. We will issue exchange notes promptly aftermust properly tender them before the expiration of the exchange offer. ~~Resales...................................~~ Upon expiration of the exchange offer, your rights under the registration rights agreement pertaining to the outstanding notes will terminate, except under limited circumstances.
Expiration Time		The exchange offer will expire at 5:00 p.m., New York City time, on , 2011, unless the exchange offer is extended, in which case the expiration time will be the latest date and time to which the exchange offer is extended. See "The Exchange Offer—Terms of the Exchange Offer; Expiration Time."
Interest on Outstanding Notes Exchanged in the Exchange Offer		Holders whose outstanding notes are exchanged for exchange notes will not receive a payment in respect of interest accrued but unpaid on such outstanding notes from the most recent interest payment date up to but excluding the settlement date. Instead, interest on the exchange notes received in exchange for such outstanding notes will (i) accrue from the last date on which interest was paid on such outstanding notes and (ii) accrue at the same rate as and be payable on the same dates as interest was payable on such outstanding notes. However, if any interest payment occurs prior to the settlement date on any outstanding notes already tendered for exchange in the exchange offer, the holder of such outstanding notes will be entitled to receive such interest payment.


Conditions to the Exchange Offer		The exchange offer is subject to customary conditions (see "The Exchange Offer—Conditions to the Exchange Offer"), some of which we may waive in our sole discretion. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange.
How to Tender Outstanding Notes for Exchange		You may tender your outstanding notes through book-entry transfer in accordance with The Depository Trust Company's Automated Tender Offer Program, known as ATOP. If you wish to accept the exchange offer, you must:
		• complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, in accordance with the instructions contained in the letter of transmittal, and mail or otherwise deliver prior to the expiration time the letter of transmittal, together with your outstanding notes, to the exchange agent at the address set forth under "The Exchange Offer—The Exchange Agent"; or
		• arrange for The Depository Trust Company to transmit to the exchange agent certain required information, including an agent's message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, and transfer the outstanding notes being tendered into the exchange agent's account at The Depository Trust Company.
Guaranteed Delivery Procedures		If you wish to tender your outstanding notes and time will not permit your required documents to reach the exchange agent by the expiration time, or the procedures for book-entry transfer cannot be completed by the expiration time, you may tender your outstanding notes according to the guaranteed delivery procedures described in "The Exchange Offer—Guaranteed Delivery Procedures."
Special Procedures for Beneficial Owners		If you beneficially own outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct it to tender on your behalf. See "The Exchange Offer—How to Tender Outstanding Notes for Exchange."
Withdrawal of Tenders		You may withdraw your tender of outstanding notes at any time prior to the expiration time by delivering a written notice of withdrawal to the exchange agent in conformity with the procedures discussed under "The Exchange Offer—Withdrawal Rights."


Acceptance of Outstanding Notes and Delivery of Exchange Notes		Upon consummation of the exchange offer, we will accept any and all outstanding notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration time. The exchange notes issued pursuant to the exchange offer will be delivered promptly upon expiration of the exchange offer. See "The Exchange Offer—Terms of the Exchange Offer; Expiration Time."
Registration Rights Agreement		We are making the exchange offer pursuant to the registration rights agreement that we entered into on April 25, 2011 with the initial purchasers of the outstanding notes. As a result of making and consummating this exchange offer, we will have fulfilled our obligations under the registration rights agreement with respect to the registration of securities, subject to certain limited exceptions. If you do not tender your outstanding notes in the exchange offer, you will not have any further registration rights under the registration rights agreement or otherwise unless you were not eligible to participate in the exchange offer or do not receive freely tradable exchange notes in the exchange offer.
Resales of Exchange Notes		We believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that: o
		• you are ~~acquiring~~not an "affiliate" of ours;
		• the exchange notes you receive pursuant to the exchange offer are being acquired in the ordinary course of your business; o
		• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes; and o you are not an "affiliate" of ours. If you do not meet the above criteria you will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any reoffer, resale or other disposition of your exchange notes. -8- Each broker or dealer that receives exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver this prospectus in connection with any sale of exchange notes. Expiration Date........................... 5:00 p.m., New York City time, on , 2002, unless we extend the expiration date. Conditions to the Exchange Offer.......... The exchange offer is subject to certain customary conditions, which may be waived by us. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered. Procedures for Tendering Outstanding Notes If you wish to tender outstanding notes, you must complete, sign and date the letter of transmittal, or a facsimile of it, in accordance with its instructions and transmit the letter of transmittal, together with your notes to be exchanged and any other required documentation, to The Bank of New York, who is the exchange agent, at the address set forth in the letter of transmittal to arrive by 5:00 p.m., New York City time, on the expiration date. See "The Exchange Offer--Procedures for Tendering Outstanding Notes." By executing the letter of transmittal, you will represent to us that you are acquiring the exchange notes in the ordinary course of your business, that you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes ~~and that~~issued to you in the exchange offer;
		• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a distribution of the exchange notes issued in the exchange offer; and
		• if you are a broker-dealer, you will receive the exchange notes for your own account, the outstanding notes were acquired by you as a result of market-making or other trading activities, and you will deliver a prospectus when you resell or transfer any exchange notes issued in the exchange offer. See "Plan of Distribution" for a description of the prospectus delivery obligations of broker-dealers in the exchange offer.
		If you do not meet these requirements, your resale of the exchange notes must comply with the registration and prospectus delivery requirements of the Securities Act.


7990 (Primary Standard Industrial Classification Code Number)		Delaware (State or other ~~(Primary Standard (I.R.S. Employer~~ jurisdiction of incorporation or organization)		51-0291762 (I.R.S. Employer Identification Number)


		Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties. The staff of the SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer.
		If our belief is not accurate and you transfer an ~~"affiliate"~~exchange note without delivering a prospectus meeting the requirements of ~~ours.~~ the federal securities laws or without an exemption from these laws, you may incur liability under the federal securities laws. We do not and will not assume, or indemnify you against, this liability.
		See "The Exchange ~~Offer--Procedures for Tendering~~Offer—Consequences of Exchanging Outstanding Notes." ~~Special Procedures for Beneficial Holders.~~
Consequences of Failure to Exchange Your Outstanding Notes		If you ~~are the beneficial holder of~~do not exchange your outstanding notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tenderfor exchange notes in the exchange offer, ~~you should contact the person in whose name~~ your outstanding notes ~~are registered promptly and instruct such person~~will continue to ~~tender~~be subject to the restrictions on your behalf. See "The Exchange Offer--Outstanding Notes." Guaranteed Delivery Procedures............ If you wish to tender yourtransfer provided in the legend on the outstanding notes and ~~you cannot deliver such~~in the indenture governing the Notes. In general, the outstanding notes may not be offered or sold unless registered or sold in a transaction exempt from registration under the ~~letter of transmittal or any other required documents to~~Securities Act and applicable state securities laws. Accordingly, the trading market for your untendered outstanding notes could be adversely affected.
Exchange Agent		The exchange agent ~~before the expiration date, you may tender your outstanding notes ac- -9-~~ cording to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures." Withdrawal Rights......................... Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. Acceptance of Outstanding Notes and Delivery of Exchange Notes............. Subject to certain conditions, we will accept for ~~exchange any and all outstanding notes which are properly tendered in~~ the exchange offer ~~before 5:00 p.m.,~~is The Bank of New York City time, on the expiration date. The exchange notes will be delivered promptly after the expiration date. SeeMellon Trust Company, N.A. For additional information, see "The Exchange ~~Offer--Terms~~Offer—The Exchange Agent" and the accompanying letter of ~~the Exchange Offer."~~ transmittal.
Certain Federal Income Tax ~~Considerations.~~ Considerations		The exchange of your outstanding notes for exchange notes will not be a taxable ~~event~~exchange for United States federal income tax purposes.You ~~will not recognize any taxable gain or loss~~should consult your own tax advisor as ~~a result~~to the tax consequences to you of exchanging outstanding notes for exchange notes, and you will have the same tax basis and holding period in the exchange ~~notes~~offer, as ~~you had in~~well as tax consequences of the ~~outstanding notes immediately before~~ownership and disposition of the ~~exchange. See "Certain~~exchange notes. For additional information, see "Material U.S. Federal Income Tax Considerations." Use of Proceeds........................... We will not receive any proceeds from the issuance of the exchange notes. Exchange Agent............................ The Bank of New York is serving as exchange agent in connection with the exchange offer. The address, telephone number and facsimile number of the exchange agent are set forth in "The Exchange Offer--Exchange Agent." -10- Summary of the Exchange Notes The summary below describes the principal terms of the exchange notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus contains a more detailed description of the terms and conditions of the exchange notes. Issuer.....................................


Issuer		Vail Resorts, Inc.
Notes ~~Offered.............................. $160,000,000 aggregate~~Offered		$390,000,000 in principal amount of ~~8 3/4%~~6.50% Senior Subordinated Notes due ~~2009.~~ 2019.
Maturity Date		May 1, 2019.
Interest		Interest ~~Payment Dates..................... Interest will accrue in~~on the exchange notes will accrue at an annual rate of 6.50%. Interest will be paid semi-annually in arrears on May 1 and November 1 of each year.
		Holders whose outstanding notes are exchanged for exchange notes will not receive a payment in respect of interest accrued but unpaid on such outstanding notes from the most recent interest payment date up to but excluding the settlement date. Instead, interest on the exchange notes received in exchange for such outstanding notes will (i) accrue from the last ~~interest payment~~ date on which interest was paid on ~~the~~such outstanding notes ~~surrendered in exchange therefor or if no interest has been paid~~and (ii) accrue at the same rate as and be payable on the same dates as interest was payable on such outstanding notes. However, if any interest payment occurs prior to the settlement date on any outstanding notes ~~from November 21, 2001 and~~already tendered for exchange in the exchange offer, the holder of such outstanding notes will be payable semi-annually on May 15 and November 15 of each year, commencing May 15, 2002. Maturity................................... May 15, 2009. Original Issue Discount.................... The outstanding Notes were offered at an original issue discount for federal income tax purposes. The exchange notes will have original issue discount identicalentitled to that of the outstanding notes. Original issue discount has accrued from the issue date of the outstanding Notes and will continue to accrue and will be included asreceive such interest income periodically in a holder's gross income for U.S. federal income tax purposes in advance of receipt of the cash payments to which the income is attributable. See "Certain Federal Income Tax Considerations." Guarantees................................. Certain of our subsidiaries other than those treated as Unrestricted Subsidiaries will guarantee the exchange notes on a senior subordinated basis. Future subsidiaries which are deemed restricted subsidiaries will also be required to guarantee the exchange notes if they guarantee any of our other debt. See "Description of Notes--Guarantees." Ranking.................................... payment.
Guarantees		The exchange notes will be ~~unsecured~~guaranteed on a senior subordinated ~~obligations and will be subordinated to~~basis by all of our existing and future subsidiaries that guarantee our existing senior ~~debt.~~ secured credit facility (the "Guarantors").
Ranking		The exchange notes will rank equally with all our other existing and future senior subordinated debt, including the existing notes, and will rank senior to all our subordinated indebtedness. -11- ~~Our subsidiaries' guarantees with respect to the~~ exchange notes will be general unsecured senior subordinated ~~obligations~~debt of ~~such guarantors and~~Vail Resorts, Inc. Accordingly, they will ~~be subordinated~~rank:
		• junior to ~~all of such guarantors'~~our existing and future senior ~~debt.~~ debt;
		• pari passu with all of our existing and future unsecured senior subordinated debt;
		• senior to all of our existing and future subordinated debt, if any; and
		• effectively junior to all indebtedness of our existing and future subsidiaries that are not Guarantors.


		The guarantees will ~~rank equally with any~~be general unsecured senior subordinated ~~indebtedness~~obligations of the ~~guarantors, including their guarantees~~Guarantors. Accordingly, they will rank junior to all senior debt of the ~~existing notes,~~Guarantors,pari passu with all unsecured senior subordinated debt of the Guarantors and ~~will rank~~ senior to ~~such guarantors'~~all future subordinated debt. Because the exchange notes are subordinated, in the event of bankruptcy, liquidation or dissolution, holdersdebt of the exchange notes will not receive any payment until holders of senior indebtedness have been paid in full. The term "senior debt" is defined in the "Description of Exchange Notes--Subordination" section of this prospectus. At January 31, 2002, after giving effect to the offering and the application of the net proceeds, we had approximately $122.1 million of senior debt outstanding on a consolidated basis. Redemption................................. Guarantors.
Optional Redemption		We may redeem the exchange notes, in whole or in part, at any time on or after May ~~15, 2004,~~1, 2014, at the ~~declining~~ redemption prices ~~set forth~~described in ~~this prospectus~~the section "Description of the Notes—Optional Redemption," plus accrued ~~interest. Optional Redemption........................ On~~and unpaid interest to the redemption date.
		In addition, on or ~~prior to~~before May ~~15, 2002,~~1, 2014, we may redeem up to 35% of the exchange notes with the net cash proceeds offrom certain equity offerings at ~~108.75%~~the redemption price listed in "Description of the ~~principal amount thereof, plus accrued interest,~~Notes—Optional Redemption." However, we may only make such redemptions if at least 65% of the aggregate principal amount of ~~the~~ exchange notes issued under the indenture remains ~~outstanding. See "Description~~outstanding immediately after the occurrence of ~~Exchange Notes--Optional Redemption."~~ such redemption.
		Prior to May ~~15, 2004,~~1, 2014, we may also redeem the exchange notes, in whole or in part, ~~upon the occurrence of a change of control~~ at a make-whole price plus accrued and unpaid interest to the redemption date as described under "Description of ~~Exchange Notes--Optional~~the Notes—Optional Redemption."
Change of ~~Control.......................... Upon~~Control		If we experience certain ~~change~~kinds of changes of control, ~~events, if~~ we ~~do not redeem~~must offer to purchase the exchange notes ~~each holder of exchange notes may require us to repurchase all or a portion of its exchange notes~~ at ~~a purchase price equal to~~ 101% of ~~the principal~~their face amount, ~~thereof,~~ plus accrued and unpaid interest. Our ability to repurchase the exchange notes upon a change of control event will be limited by the terms of our debt agreements, including our Credit Facility. We cannot assure you that we -12- ~~will have the financial resources to repurchase the exchange notes.~~ See "Description of ~~Exchange Notes--Repurchase~~the Notes—Repurchase at the Option of ~~Holders--Change~~Holders—Change of Control."
Certain ~~Covenants..........................~~ Covenants		The indenture governing the exchange notes will, ~~contain covenants that,~~ among other things, ~~will~~ limit our ability and the ability of ~~certain of~~ our restricted subsidiaries to: ~~o incur additional indebtedness; o~~
		• borrow money or sell preferred stock;
		• create liens;
		• pay dividends on or redeem or repurchase stock;
		• make certain types of investments;
		• sell stock in our ~~capital stock; o~~restricted subsidiaries;
		• create restrictions on the ability of our restricted subsidiaries to pay dividends or make ~~investments; o engage in~~other payments to us;
		• enter into transactions with affiliates; ~~o create certain liens; o~~
		• issue guarantees of debt; and
		• sell ~~assets;~~assets or ~~o consolidate,~~ merge or transfer all or substantially all our assets and the assets of our subsidiaries on a consolidated basis. with other companies.
		These covenants are subject to important exceptions, limitations and ~~qualifications, which are described~~qualifications. For more details, see "Description of the Notes."

Year

2014	104.875	%
2015	103.250	%
2016	101.625	%
2017 and thereafter	100.000	%

/s/ JEFFREY W. JONES

Jeffrey W. Jones

Chief Financial Officer