EXHIBIT 4.6
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FIRST SUPPLEMENTAL INDENTURE
Dated as of August 27, 1999
to
INDENTURE
Dated as of May 11, 1999
among
VAIL RESORTS, INC., as Issuer,
the Guarantors named therein, as Guarantors,
and
UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee
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up to $300,000,000
8 3/4 % Senior Subordinated Notes due 2009
FIRST SUPPLEMENTAL INDENTURE, dated as of August 27, 1999, among Vail
Resorts, Inc., a Delaware corporation (the "Issuer"), the Guarantors named on
the signature pages hereto (the "Guarantors"), Grand Teton Lodge Company, a
Wyoming corporation and Larkspur Restaurant & Bar, LLC (together, the
"Additional Guarantors"), and United States Trust Company of New York, as
Trustee (the "Trustee").
WHEREAS, the Issuer and the Guarantors have heretofore executed and
delivered to the Trustee an Indenture dated as of May 11, 1999 (the "Indenture")
providing for the issuance of up to $300,000,000 aggregate principal amount of 8
3/4% Senior Subordinated Notes due 2009 of the Company (the "Notes"); and
WHEREAS, subsequent to the execution of the Indenture and the issuance
of $200,000,000 aggregate principal amount of the Notes, each of the Additional
Guarantors have become guarantors under the Credit Agreement; and
WHEREAS, pursuant to and as contemplated by Section 4.18 and 9.01 of
the Indenture, the parties hereto desire to execute and deliver this
Supplemental Indenture for the purpose of providing for the Additional
Guarantors to expressly assume all the obligations of a Guarantor under the
Notes and the Indenture; and
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the other and for the equal and ratable benefit of
the Holders of the Notes, as follows:
I.
ASSUMPTION OF GUARANTEES
The Additional Guarantors hereby expressly assume all of the
obligations of a Guarantor under the Notes and the Indenture to the fullest
extent required by the Indenture; and the Additional Guarantors may expressly
exercise every right and power of a Guarantor under the Indenture with the same
effect as if they had been named Guarantors therein.
II.
MISCELLANEOUS PROVISIONS
A. Terms Defined.
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For all purposes of this First Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, terms used in
capitalized form in this First Supplemental Indenture and defined in the
Indenture have the meanings specified in the Indenture.
B. Indenture.
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Except as amended hereby, the Indenture and the Notes are in all
respects ratified and confirmed and all the terms shall remain in full force and
effect.
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C. Governing Law.
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THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
D. Successors.
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All agreements of the Company, the Guarantors and the Additional
Guarantors in this First Supplemental Indenture, the Notes and the Guarantees
shall bind their respective successors. All agreements of the Trustee in this
First Supplemental Indenture shall bind its successors.
E. Duplicate Originals.
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The parties may sign any number of copies of this First Supplemental
Indenture. Each signed copy shall be an original, but all of them together
shall represent the same agreement.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the date first written
above.
Issuer:
VAIL RESORTS, INC.
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Senior Vice President
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Guarantors:
GHTV, Inc.
Gillett Broadcasting of Maryland, Inc.
Gillett Broadcasting, Inc.
Gillett Group Management, Inc.
Vail Holdings, Inc.
The Vail Corporation
Beaver Creek Associates, Inc.
Beaver Creek Consultants, Inc.
Lodge Properties, Inc.
Piney River Ranch, Inc.
Vail Food Services, Inc.
Vail Resorts Development Company
Vail Summit Resorts, Inc.
Vail Trademarks, Inc.
Vail/Arrowhead, Inc.
Vail/Beaver Creek Resort Properties, Inc.
Beaver Creek Food Services, Inc.
Lodge Realty, Inc.
Vail Associates Consultants, Inc.
Vail Associates Holdings, Ltd.
Vail Associates Management Company
Vail Associates Real Estate, Inc.
Vail/Battle Mountain, Inc.
Keystone Conference Services, Inc.
Keystone Development Sales, Inc.
Keystone Food and Beverage Company
Keystone Resort Property Management Company
Property Management Acquisition Corp., Inc.
The Village at Breckenridge Acquisition Corp., Inc.
Each by its authorized officer:
By: /s/ James P. Donohue
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Name: James P. Donohue
Title: Senior Vice President
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Additional Guarantors:
GRAND TETON LODGE COMPANY
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Senior Vice President
LARKSPUR RESTAURANT & BAR, LLC
By: /s/ Martha Dugan Rehm
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Name: Martha Dugan Rehm
Title: Secretary
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Trustee:
UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee
By: /s/ Cynthia Chaney
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Name: Cynthia Chaney
Title: Assistant Vice President