LIMITED WAIVER, RELEASE, AND THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

           THIS LIMITED WAIVER, RELEASE, AND THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “ Limited Waiver, Release, and Amendment ”) is dated as of March 13, 2007, but effective as of the Effective Date (hereinafter defined), among THE VAIL CORPORATION , a Colorado corporation doing business as “Vail Associates, Inc.” (the “ Company ”), the Lenders (as defined in the Credit Agreement referenced below) party hereto, and BANK OF AMERICA, N.A. , as Administrative Agent (hereinafter defined).

           A.           The Company has entered into that certain Fourth Amended and Restated Credit Agreement dated as of January 28, 2005, with Bank of America, N.A., as Administrative Agent (in such capacity, the “ Administrative Agent ”), and certain other agents and lenders party thereto, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement dated as of June 29, 2005, and that certain Second Amendment to Fourth Amended and Restated Credit Agreement dated as of February 17, 2006 (as amended, the “ Credit Agreement ”), providing for revolving credit loans, letters of credit, and swing line loans in the aggregate principal amount of up to $400,000,000.  Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings set forth in the Credit Agreement, and all Section references herein shall be references to sections in the Credit Agreement.

           B.           The Company has notified the Administrative Agent of the formation of the following new Unrestricted Subsidiaries: Colter Bay Convenience Store, LLC, a Wyoming limited liability company, Colter Bay General Store, LLC, a Wyoming limited liability company, Colter Bay Marina, LLC, a Wyoming limited liability company, Colter Bay Cafe Court, LLC, a Wyoming limited liability company, Jenny Lake Store, LLC, a Wyoming limited liability company, Jackson Hole Golf & Tennis Club Snack Bar, LLC, a Wyoming limited liability company, Stampede Canteen, LLC, a Wyoming limited liability company, Crystal Peak Lodge of Breckenridge, Inc., a Colorado corporation, and Hunkidori Land Company, LLC, a Colorado limited liability company (collectively, the “ New Unrestricted Subsidiaries ”).  The Company did not deliver to the Administrative Agent an updated Schedule 8.2 to the Credit Agreement within thirty (30) days after the formation of the New Unrestricted Subsidiaries, as required by Section 9.10 of the Credit Agreement, and has requested that the Lenders waive any Default or Potential Default resulting from such failure.

C.           The Company has also notified the Administrative Agent that the Company intends to transfer 100% of the capital stock (the “ Pledged CTI Securities ”) of Complete Telecommunications, Inc. (“ CTI ”) as part of the Company’s disposition of its equity interest in RTP, LLC, an Unrestricted Subsidiary.  In connection therewith, the Company has requested that the Administrative Agent, for the benefit of the Lenders, release its liens on the Pledged CTI Securities and release CTI from its obligations under the Guaranty executed by CTI.

D.           The Company has also requested that the Lenders amend the Credit Agreement to, among other things, decrease the Total Commitment to $300,000,000, modify the interest rates, and extend the Termination Date to February 1, 2012.

           E.           The Lenders have agreed to the waiver, release, and amendments to the Credit Agreement as set forth herein.

           In consideration of the foregoing and the mutual covenants contained herein, the Company, the Lenders, the Guarantors (by execution of the attached Guarantors’ Consent and Agreement), and the Administrative Agent agree as follows:

1.             Limited Waiver .   The Lenders hereby waive any Default or Potential Default resulting from the Company’s failure to deliver an updated Schedule 8.2 to the Administrative Agent within thirty (30) days after the formation of the New Unrestricted Subsidiaries in accordance with Section 9.10 of the Credit Agreement.  Nothing herein shall, or shall be deemed to, waive any other provision of the Credit Agreement, except as set forth herein.

2.             Releases .

(a)           The Lenders hereby (i) discharge CTI as a “ Guarantor ” under the Credit Agreement and release CTI from any liability under the Credit Agreement and its Guaranty, including, but not limited to, payment or performance of the Guaranteed Debt (as defined in such Guaranty), and (ii) release the Liens on and security interests in the Pledged CTI Securities, and accordingly release the Company from its pledge of the Pledged CTI Securities pursuant to its Pledge Agreement, but only to the extent of its interests in the Pledged CTI Securities.

(b)           The Administrative Agent agrees to execute and deliver UCC financing statement terminations and all further documents reasonably requested by the Company in order to effectuate the releases contemplated hereby.

(c)           It is expressly agreed and understood that, except as set forth herein, this Limited Waiver, Release, and Amendment shall in no manner release, affect or impair the Administrative Agent’s and the Lenders’ rights, titles, interests, and Liens against the Restricted Companies’ interests, properties or assets.

3.             Amendments .

           (a)            New Definitions .   Section 1.1 (Definitions) is amended by inserting the following new definitions alphabetically to read as follows:

(i)           “ Net Funded Debt means, on any date of determination, an amount equal to (a) Funded Debt minus (b) the amount of Unrestricted Cash in excess of $10,000,000.”

(ii)   “ Temporary Cash Investments means investments of the Restricted Companies permitted under clauses (b) through (g) , (p) , and (q) of Section 10.8 hereof.”

(iii)   “ Unrestricted Cash means, on any date of determination, the aggregate amount of all cash and Temporary Cash Investments of the Restricted Companies not subject to any Lien or restriction (except for Liens of depository institutions securing payment of customary service charges, transfer fees, account maintenance fees, and charges for returned or dishonored items).

(b)            Modifications of Existing Definitions .   Section 1.1 (Definitions) is further amended by modifying the following existing definitions as follows:

(i)           The definition of “ Adjusted EBITDA ” is amended in its entirety to read as follows:

“ Adjusted EBITDA means, without duplication, on any date of determination, the sum of (a) EBITDA of the Restricted Companies (excluding non-recurring gains or losses), plus (b)   a percentage of the EBITDA of SSI (with such percentage being the weighted average membership interest held directly or indirectly by Borrower in SSI (expressed as a percentage) during the applicable period of calculation), plus (c) insurance proceeds (up to a maximum of $10,000,000 in the aggregate in any fiscal year) received by the Restricted Companies under policies of business interruption insurance (or under policies of insurance which cover losses or claims of the same character or type).”

(ii)           The definition of “ Applicable Margin ” is amended to cause the Applicable Margin to be calculated by reference to the ratio of Net Funded Debt to Adjusted EBITDA and to modify the pricing grid, as set forth on Annex A  attached hereto.

(iii)           The definition of “ Applicable Percentage ” is amended to cause the Applicable Percentage to be calculated by reference to the ratio of Net Funded Debt to Adjusted EBITDA and to modify the commitment fee grid, as set forth on Annex B attached hereto.

(iv)           The definitions of “ Funded Debt ” and “ Net Income ” are amended by replacing the phrase “ held by Borrower ” in each definition with the phrase “ held directly or indirectly by Borrower ”.

(v)           The definitions of “ Required Capital Expenditures ” and “ Resort EBITDA ” are deleted.

(vi)           The definition of “ SSI ” is amended by removing the words “ of Borrower ” at the end thereof.

(vii)           The definition of “ Termination Date ” is amended to extend such date by replacing the reference to “ January 28, 2010 ” therein with “ February 1, 2012 ”.

(c)            Modification of Accordion Provision .   Section 2.5   (Increase in Total Commitment) is amended to modify the maximum Total Commitment to which the facility may be increased by replacing the reference to “ $500,000,000 ” therein with “ $400,000,000 ”.

(d)            Modification of Permitted Investments .   Section 10.8 (Loans, Advances and Investments) is amended by replacing the period at the end of clause (o) with a semi-colon and inserting the following thereafter:

“(p)           short-term repurchase agreements with major banks and authorized dealers, fully collateralized to at least 100% of market value by 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.; and

(q)           short-term variable rate demand notes that invest in tax-free municipal bonds of domestic issuers rated “ A-2 ” or better by Moody’s or “ A ” or better by S&P that are supported by irrevocable letters of credit 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.”

(e)            Modification of Limits on Acquisitions .  The qualifiers to clause (c) of Section 10.11 (Acquisitions, Mergers, and Dissolutions) are amended as follows:

(i)            Clause (i) is amended in its entirety to read as follows:

“(i)           the Purchase Price for such transaction, when aggregated with the Purchase Price of all other acquisitions or mergers consummated by the Restricted Subsidiaries after March 13, 2007, does not exceed an amount equal to the sum of (A) $400,000,000, plus (B) the lesser of (1) the aggregate consideration paid by Borrower to purchase the minority membership interest in SSI, and (2) $40,000,000.”

(ii)            Clause (iv) is amended to modify the threshold for delivery of documentation related to permitted acquisitions by replacing the reference to “ $25,000,000 ” therein with “ 50,000,000 ”.

(f)            Modifications of Financial Covenants .   Section 11 (Financial Covenants) is amended as follows:

(i)            Section 11.1 (Maximum Leverage Ratios) is amended in its entirety to read as follows:

“11.1            Maximum Leverage Ratio .  As calculated as of the last day of each fiscal quarter of the Restricted Companies, the Restricted Companies shall not permit the ratio of (a) the unpaid principal amount of Net Funded Debt existing as of such last day to (b) Adjusted EBITDA for the four fiscal quarters ending on such last day to exceed 4.50 to 1.00.”

(ii)            Section 11.2 (Minimum Fixed Charge Coverage Ratio) is deleted in its entirety and substituted therefor is the following reference:

“11.2           [Reserved]”.

(g)            Modification of Commitments .  The Commitments of the Lenders are revised so that the Total Commitment equals $300,000,000 as of the Effective Date.

(h)            Modification of Schedule 1 .   Schedule 1 (Parties, Addresses, Committed Sums and Wiring Information) is revised to (i) update contact information for the Borrower, the Administrative Agent, L/C Issuer and Swing Line Lender, as applicable, and (ii) reflect the Lenders’ revised Commitments and Commitment Percentages, as set forth on Annex C attached hereto.

(i)            Modification of Schedule 7.1 .   Items 1 and 2 of Schedule 7.1 (Post-Closing Items and Conditions) are revised to reflect that, following approval by the United States Department of the Interior, National Park Service, the Company will transfer its equity interests in Grand Teton Lodge Company (“ Grand Teton ”) to National Park Hospitality Company, a Colorado corporation (“ NPHC ”), and NPHC shall pledge such interests to the Administrative Agent, for the benefit of the Lenders, as set forth on Annex D attached hereto.

(j)            Modification of Schedule 8.2 .   Schedule 8.2 (Corporate Organization and Structure) is revised as set forth on Annex E attached hereto.

(k)            Modification of Compliance Certificate .   Annex A to the Compliance Certificate is replaced with Annex F attached hereto.

4.             Representations and Warranties .    As a material inducement to the Lenders and the Administrative Agent to execute and deliver this Limited Waiver, Release, and Amendment, the Company represents and warrants to the Lenders and the Administrative Agent (with the knowledge and intent that Lenders are relying upon the same in entering into this Limited Waiver, Release, and Amendment) that: (a) the Company and the Guarantors have all requisite authority and power to execute, deliver, and perform their respective obligations under this Limited Waiver, Release, and Amendment and the Guarantors’ Consent and Agreement, as the case may be, which execution, delivery, and performance have been duly authorized by all necessary action, require no Governmental Approvals, and do not violate the respective certificates of incorporation or organization, bylaws, or operating agreement, or other organizational or formation documents of such Companies; (b) upon execution and delivery by the Company, the Guarantors, the Administrative Agent, and the Lenders, this Limited Waiver, Release, and Amendment will constitute the legal and binding obligation of the Company and each Guarantor, enforceable against such entities in accordance with the terms of this Limited Waiver, Release, and Amendment, except as that enforceability may be limited by general principles of equity or by bankruptcy or insolvency laws or similar laws affecting creditors’ rights generally; (c) all representations and warranties in the Loan Papers are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a specific date or the facts on which any of them are based have been changed by transactions contemplated or permitted by the Credit Agreement; and (d) no Default or Potential Default has occurred and is continuing.

5.             Conditions Precedent to Effectiveness .   This Limited Waiver, Release, and Amendment shall be effective on the date (the “ Effective Date ”) upon which the Administrative Agent receives each of the following items ( other than the items listed on Schedule 7.1 , as revised hereby, which items or conditions are hereby permitted to be delivered or satisfied after the Effective Date, but not later than the respective dates for delivery or satisfaction specified on Schedule 7.1 ):

(a)           counterparts of this Limited Waiver, Release, and Amendment executed by the Company, the Administrative Agent, and Lenders;

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

(c)           a Revolver Note for each Lender requesting a Note, payable to the order of such requesting Lender, reflecting such Lender’s revised Commitment;

(d)           legal opinions of Martha D. Rehm, General Counsel of Vail Resorts, Inc., and Cahill Gordon & Reindel LLP, special New York counsel to the Company and the other Restricted Subsidiaries, each in form and substance satisfactory to the Administrative Agent;

(e)           an Officers’ Certificate for the Restricted Companies (i) attaching resolutions authorizing the transactions contemplated hereby, (ii) certifying that no changes have been made to the Restricted Companies’ respective articles of incorporation or organization, bylaws, or operating agreements since the date such documents were previously provided to the Administrative Agent, as applicable, (iii) listing the names and titles of the Responsible Officers, and (iv) providing specimen signatures for such Responsible Officers;

(f)           a certificate signed by a Responsible Officer certifying that (i) all of the representations and warranties of the Companies in the Loan Papers are true and correct in all material respects (unless they speak to a specific date or are based on facts which have changed by transactions contemplated or permitted by the Credit Agreement); (ii) no Default or Potential Default exists under the Credit Agreement or would result from the execution and delivery of this Limited Waiver, Release, and Amendment; (iii) there has been no event or circumstance since July 31, 2006 that has had or could be reasonably expected to result in, either individually or in the aggregate, a Material Adverse Event; and (iv) except as set forth on Schedule 8.7 of the Credit Agreement, there is no action, suit, investigation, or proceeding pending or, to the knowledge of Borrower, threatened, in any court or before any arbitrator or Governmental Authority that could reasonably be expected to (A) materially and adversely affect the Companies, or (B) adversely affect any transaction contemplated by the Credit Agreement, the rights and remedies of the Administrative Agent, Lenders, and the L/C Issuers under the Credit Agreement, or the ability of the Companies or any other obligor under any Guaranty to perform their respective obligations under the Credit Agreement;

(g)           evidence (in form and substance satisfactory to the Administrative Agent) that the Commitment Usage does not exceed the Total Commitment (as reduced hereby);

(h)           such organizational documents, Guaranties, Pledge Agreements, financing statements, and other documents as the Administrative Agent may deem reasonably necessary to reflect the changes to Schedule 8.2 (including, without limitation, the addition of NPHC as a Restricted Subsidiary); and

(i)           payment of an extension fee for the benefit of the Lenders equal to the product of (a) five basis points (0.05%) times (b) the Total Commitment as of the Effective Date (after giving effect to the reduction in the Total Commitment contemplated by this Limited Waiver, Release, and Amendment).

6.             Expenses .   The Company shall pay all reasonable out-of-pocket fees and expenses paid or incurred by the Administrative Agent incident to this Limited Waiver, Release, and Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery, and execution of this Limited Waiver, Release, and Amendment and any related documents.

7.             Miscellaneous .   Unless stated otherwise herein, (a) the singular number includes the plural, and vice versa , and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions shall not be construed in interpreting provisions of this Limited Waiver, Release, and Amendment, (c) this Limited Waiver, Release, and Amendment shall be governed by and construed in accordance with the laws of the State of New York, (d) if any part of this Limited Waiver, Release, and Amendment is for any reason found to be unenforceable, all other portions of it shall nevertheless remain enforceable, (e) this Limited Waiver, Release, and Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts shall be construed together to constitute the same document, (f) this Limited Waiver, Release, and Amendment is a “ Loan Paper ” referred to in the Credit Agreement, and the provisions relating to Loan Papers in Section 14 of the Credit Agreement are incorporated herein by reference, (g) this Limited Waiver, Release, and Amendment, the Credit Agreement, as amended by this Limited Waiver, Release, and Amendment, and the other Loan Papers constitute the entire agreement and understanding among the parties hereto and supercede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof, and (h) except as provided in this Limited Waiver, Release, and Amendment, the Credit Agreement, the Notes, and the other Loan Papers are unchanged and are ratified and confirmed.

8.             Parties .   This Limited Waiver, Release, and Amendment binds and inures to the benefit of the Company, the Guarantors, the Administrative Agent, the Lenders, and their respective successors and assigns.

           The parties hereto have executed this Limited Waiver, Release, and Amendment in multiple counterparts as of the date first above written.

THE VAIL CORPORATION (D/B/A “VAIL ASSOCIATES, INC.”) ,   as the Company

By:           /s/ Jeffrey W. Jones

Name:           Jeffrey W. Jones

BANK OF AMERICA, N.A. , as Administrative Agent

By:           Illegible

Name:           Illegible

Title:           Illegible

BANK OF AMERICA, N.A. ,

as an L/C Issuer, a Swing Line Lender, and a Lender

By:           /s/ David McCautey

Name:           David McCautey

Title:           Principal

U.S. BANK NATIONAL ASSOCIATION ,

as Co-Syndication Agent, a Swing Line Lender, and a Lender

By:           /s/ Greg Blanchard

Name:           Greg Blanchard

Title:           Vice President