Exhibit 4.1(g)
____________________
SUPPLEMENTAL INDENTURE
Dated as of August 24,
2009
to
INDENTURE
Dated as of January 29,
2004
among
VAIL RESORTS, INC., as
Issuer,
the Guarantors named therein, as
Guarantors,
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
____________________
6 3/4 % Senior
Subordinated Notes due 2014
SUPPLEMENTAL INDENTURE, dated as of August 24,
2009, among Vail Resorts, Inc., a Delaware corporation (the “
Issuer ”), the Guarantors named on the signature pages
hereto (the “ Guarantors ”), the Additional
Guarantor named on the signature pages hereto (collectively the
“ Additional Guarantor ”), and The Bank of New
York Mellon Trust Company, N.A., as successor trustee to The Bank
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 January 29, 2004 (the “ Indenture ”)
providing for the issuance of $390,000,000 aggregate principal
amount of 6 3/4% Senior Subordinated Notes due 2014 of the
Company (the “ Notes ”); and
WHEREAS, subsequent to the execution of the
Indenture and the issuance of $390,000,000 aggregate principal
amount of the Notes, the Additional Guarantor has become a
guarantor under the Credit Agreement; and
WHEREAS, pursuant to and as contemplated by
Sections 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 Guarantor to expressly assume all
the obligations of a Guarantor under the Notes and the
Indenture.
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 Guarantor, as provided by Section
4.18 of the Indenture, jointly and severally, hereby
unconditionally expressly assumes all of the obligations of a
Guarantor under the Notes and the Indenture to the fullest as set
forth in Article 12 of the Indenture; and the Additional Guarantor
may expressly exercise every right and power of a Guarantor under
the Indenture with the same effect as if it had been named a
Guarantor therein.
II.
MISCELLANEOUS PROVISIONS
For all purposes of this Supplemental Indenture,
except as otherwise defined or unless the context otherwise
requires, terms used in capitalized form in this Supplemental
Indenture and defined in the Indenture have the meanings specified
in the Indenture.
