MTN · Vail Resorts Inc · Debt

Verified covenant terms

• Section 4.11 · will not at any time create, incur, assume or suffer to exist The Issuer will not at any time create, incur, assume or suffer to exist, and will not cause or permit a Subsidiary to create, incur, assume or suffer to exist, any Security Interest securing any Secured Debt (or any Indebtedness existing on the date hereof which would constitute Secured Debt if it were secured by a Security Interest), unless the Notes are secured on an equal and ratable basis with the obligations and indebtedness so secured, so long as such other obligations and indebtedness shall be so… Applies to every series under this agreement Exceptions: provided, however, that the foregoing prohibition will not prevent the creation, incurrence, assumption or existence of the following permitted Security Interests (the “Permitted Security Interests”) SECTION 4.11. Limitation on Liens.
  Full wording and supporting evidence

  Source evidence: The Issuer will not at any time create, incur, assume or suffer to exist, and will not cause or permit a Subsidiary to create, incur, assume or suffer to exist, any Security Interest securing any Secured Debt (or any Indebtedness existing on the date hereof which would constitute Secured Debt if it were secured by a Security Interest), unless the Notes are secured on an equal and ratable basis with the obligations and indebtedness so secured, so long as such other obligations and indebtedness shall be so secured; provided, however, that the foregoing prohibition will not prevent the creation, incurrence, assumption or existence of the following permitted Security Interests (the “Permitted Security Interests”):

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.09(a) · shall not, and shall not permit any other Subsidiary to, directly or indirectly, consummate any Asset Disposition The Issuer shall not, and shall not permit any other Subsidiary to, directly or indirectly, consummate any Asset Disposition unless: Applies to every series under this agreement SECTION 4.09. Limitation on Asset Disposition.
  Full wording and supporting evidence

  Source evidence: (a)The Issuer shall not, and shall not permit any other Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.12 · will not, and will not permit any Subsidiary to, engage in any Sale and Leaseback Transaction The Issuer will not, and will not permit any Subsidiary to, engage in any Sale and Leaseback Transaction unless: Applies to every series under this agreement SECTION 4.12. Limitation on Sale and Leaseback Transactions.
  Full wording and supporting evidence

  Source evidence: The Issuer will not, and will not permit any Subsidiary to, engage in any Sale and Leaseback Transaction unless:

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.08(a) · Upon the occurrence of a Change of Control Repurchase Event (a)Upon the occurrence of a Change of Control Repurchase Event, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase (the “Change of… Applies to every series under this agreement Springing Trigger: Upon the occurrence of a Change of Control Repurchase Event Exceptions: all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) SECTION 4.08. Repurchase at the Option of Holders upon Change of Control Repurchase Event.
  Full wording and supporting evidence

  Source evidence: (a)Upon the occurrence of a Change of Control Repurchase Event, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase (the “Change of Control Payment”).

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.06(a) · within 120 days after the end of each Fiscal Year (a)The Issuer shall deliver, or cause to be delivered, to the Trustee, within 120 days after the end of each Fiscal Year, an Officer’s Certificate stating that the Officer has conducted or supervised a review of the activities of the Issuer and its Subsidiaries and the performance of the Issuer and its Subsidiaries under this Indenture during such Fiscal Year, and further stating, as to such Officer signing such certificate, that, to the best of such Officer’s knowledge, based upon such review, the Issuer… Applies to every series under this agreement SECTION 4.06. Compliance Certificate.
  Full wording and supporting evidence

  Source evidence: (a)The Issuer shall deliver, or cause to be delivered, to the Trustee, within 120 days after the end of each Fiscal Year, an Officer’s Certificate stating that the Officer has conducted or supervised a review of the activities of the Issuer and its Subsidiaries and the performance of the Issuer and its Subsidiaries under this Indenture during such Fiscal Year, and further stating, as to such Officer signing such certificate, that, to the best of such Officer’s knowledge, based upon such review, the Issuer has fulfilled all obligations under this Indenture or, if there has been a Default under this Indenture that is continuing, a description of the event and what action the Issuer and its Subsidiaries are taking or propose to take with respect thereto.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.11(c) · Release of Guarantors If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate Applies to every series under this agreement Springing Trigger: If the Note Guarantee of any Guarantor is deemed to be released or is automatically released SECTION 9.11. Release of Guarantors.
  Full wording and supporting evidence

  Source evidence: (c)If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the written request of the Issuer, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that a Guarantor has been released and that execution by the Trustee of an appropriate instrument evidencing the release of such Guarantor from its Guarantee complies with this Indenture, the Trustee shall execute any documents reasonably requested by either the Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Nine (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 9.11).

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.13(a) · will furnish to the Trustee and Holders so long as any Notes are outstanding this Indenture, the Issuer will furnish to the Trustee and Holders the following: Applies to every series under this agreement SECTION 4.13. Reports to Holders.
  Full wording and supporting evidence

  Source evidence: (a)Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise reports on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to the rules and regulations of the Commission, so long as any Notes are outstanding this Indenture, the Issuer will furnish to the Trustee and Holders the following:

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.13 · Notice to Trustee The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Note Guarantees. Applies to every series under this agreement Springing Trigger: any fact known to such Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Note Guarantees Exceptions: Notwithstanding the provisions of this Article Nine or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Note Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Issuer no later than three Business Days prior to such payment SECTION 9.13. Notice to Trustee.
  Full wording and supporting evidence

  Source evidence: The Issuer or any Guarantor shall give prompt written notice to the Trustee of any fact known to such Issuer or any such Guarantor which would prohibit the making of any payment to or by the Trustee at its Corporate Trust Office in respect of the Note Guarantees. Notwithstanding the provisions of this Article Nine or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Note Guarantees, unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Issuer no later than three Business Days prior to such payment; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of this Section 9.13, and subject to the provisions of Sections 7.01 and 7.02, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice referred to in this Section 9.13 at least five Business Days prior to the date upon which by the terms hereof any such payment may become payable for any purpose under this Indenture (including, without limitation, the payment of the principal of, premium, if any, or interest on any Note), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it less than three Business Days prior to such date.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.06(b) · within 30 Business Days after an Officer of the Issuer becomes aware The Issuer shall deliver, or cause to be delivered, to the Trustee, within 30 Business Days after an Officer of the Issuer becomes aware of any Default or Event of Default, a statement in the form of an Officer’s Certificate specifying such Default or Event of Default and the action which the Issuer proposes to take with respect thereto. Applies to every series under this agreement SECTION 4.06. Compliance Certificate.
  Full wording and supporting evidence

  Source evidence: (b)The Issuer shall deliver, or cause to be delivered, to the Trustee, within 30 Business Days after an Officer of the Issuer becomes aware of any Default or Event of Default, a statement in the form of an Officer’s Certificate specifying such Default or Event of Default and the action which the Issuer proposes to take with respect thereto.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• 14. Defaults and Remedies. · Events of Default 14. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default occurs and is continuing under the Indenture, either the Trustee, by notice in writing to the Issuer, or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any,… Metric: aggregate principal amount of the Notes then outstanding Stated threshold: 30 % Springing Trigger: If an Event of Default occurs and is continuing under the Indenture Exceptions: provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(8) occurs with respect to the Issuer, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. 14. Defaults and Remedies.
  Full wording and supporting evidence

  Source evidence: 14. Defaults and Remedies. Events of Default are set forth in the Indenture. If an Event of Default occurs and is continuing under the Indenture, either the Trustee, by notice in writing to the Issuer, or the Holders of at least 30% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration”, may declare the principal of and premium, if any, and accrued interest, if any, on the Notes to be due and payable, and upon such declaration of acceleration, such principal of and premium, if any, and accrued interest, if any, shall be immediately due and payable; provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 6.01(8) occurs with respect to the Issuer, the principal of and premium, if any, and accrued interest, if any, on the Notes then outstanding shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

  Target identity evidence: WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture, dated as of July 2, 2025 (the “Indenture”), providing for the issuance of the Issuer’s 5.625% Senior Notes due 2030 (the “Notes”);

• Section 9.11(a)(1) · Release of Guarantors any Transfer (including, without limitation, by way of consolidation or merger) by any Guarantor to any Person that is not a Guarantor of all or substantially all of the properties and assets of, such Guarantor Applies to every series under this agreement Springing Trigger: any Transfer (including, without limitation, by way of consolidation or merger) by any Guarantor to any Person that is not a Guarantor of all or substantially all of the properties and assets of, such Guarantor Exceptions: provided that such Guarantor is also released from all of its obligations in respect of the Vail Holdings Credit Agreement and any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee SECTION 9.11. Release of Guarantors.
  Full wording and supporting evidence

  Source evidence: (1)any Transfer (including, without limitation, by way of consolidation or merger) by any Guarantor to any Person that is not a Guarantor of all or substantially all of the properties and assets of, such Guarantor; provided that such Guarantor is also released from all of its obligations in respect of the Vail Holdings Credit Agreement and any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee; or

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.11(a)(2) · Release of Guarantors any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary Applies to every series under this agreement Springing Trigger: any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary Exceptions: provided that such Guarantor is also released from all of its obligations in respect of the Vail Holdings Credit Agreement or any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee SECTION 9.11. Release of Guarantors.
  Full wording and supporting evidence

  Source evidence: (2)any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; provided that such Guarantor is also released from all of its obligations in respect of the Vail Holdings Credit Agreement or any other capital markets Indebtedness that gave rise to the obligation to provide such Note Guarantee; or

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.03 · all things necessary to preserve and keep in full force and effect Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Subsidiaries; Applies to every series under this agreement SECTION 4.03. Legal Existence.
  Full wording and supporting evidence

  Source evidence: Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Subsidiaries if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Subsidiaries, taken as a whole or that the loss thereof is not adverse in any material respect to the Holders.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.11(b) · Release of Guarantors No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel Applies to every series under this agreement Exceptions: each stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Indenture SECTION 9.11. Release of Guarantors.
  Full wording and supporting evidence

  Source evidence: (b)No such release or discharge of a Note Guarantee of a Guarantor shall be effective against the Trustee or the Holders of Notes to which such Note Guarantee relates until the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transactions have been complied with and that such release and discharge is authorized and permitted under this Indenture.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.05 · shall not at any time insist upon, or plead The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive the Issuer and the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at… Applies to every series under this agreement Exceptions: to the extent that it may lawfully do so SECTION 4.05. Waiver of Stay, Extension or Usury Laws.
  Full wording and supporting evidence

  Source evidence: The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead (as a defense or otherwise) or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law which would prohibit or forgive the Issuer and the Guarantors from paying all or any portion of the principal of, premium, if any, and/or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) the Issuer and each of the Guarantors hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 4.07 · pay prior to delinquency all material Taxes, assessments, and governmental levies The Issuer shall, and shall cause each of its Subsidiaries to, pay prior to delinquency all material Taxes, assessments, and governmental levies; Applies to every series under this agreement Exceptions: neither the Issuer nor any of its Subsidiaries shall be required to pay or discharge or cause to be paid or discharged any such Tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings or where the failure to effect such payment is not adverse in any material respects to the Holders of the Notes. SECTION 4.07. Taxes.
  Full wording and supporting evidence

  Source evidence: The Issuer shall, and shall cause each of its Subsidiaries to, pay prior to delinquency all material Taxes, assessments, and governmental levies; provided, however, that, neither the Issuer nor any of its Subsidiaries shall be required to pay or discharge or cause to be paid or discharged any such Tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings or where the failure to effect such payment is not adverse in any material respects to the Holders of the Notes.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.11(a)(3) · Release of Guarantors the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation Applies to every series under this agreement Springing Trigger: the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation SECTION 9.11. Release of Guarantors.
  Full wording and supporting evidence

  Source evidence: (3)the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation; or

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).

• Section 9.11(a)(5) · Release of Guarantors upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine Applies to every series under this agreement Springing Trigger: upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine SECTION 9.11. Release of Guarantors.
  Full wording and supporting evidence

  Source evidence: (5)upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article Nine.

  Target identity evidence: INDENTURE, dated as of July 2, 2025 among Vail Resorts, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).