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Standstill and Registration Rights Agreement
between
Vail Resorts, Inc.
and
BAMCO, Inc.
* * *
Standstill Covenant. BAMCO hereby represents that it and its Affiliates
collectively beneficially own on behalf of themselves and/or their clients,
as of the date hereof, 6,602,200 shares of Common Stock of Vail. BAMCO
agrees that during the term of this Agreement, it will not, directly or
indirectly (through its Affiliates or otherwise), acquire, offer to acquire
or agree to acquire by purchase or otherwise any additional Vail Securities
except (i) as a result of a stock split, stock dividend, rights offering or
similar recapitalization by Vail: (ii) the 4,000,000 shares of Common Stock
of Vail to be purchased pursuant to the Stock Purchase Agreements dated the
date hereof with Apollo; and (iii) up to an additional 500,000 shares of
Common Stock of Vail so long as the aggregate number of shares Common Stock
beneficially owned by BAMCO and it's affiliates does not exceed 11,102,200
(as adjusted for any stock split, stock dividend or recapitalization) at any
time. For purposes of this Section 3, "Vail Securities" means the Common
Stock and Class A Common Stock of Vail, and any other voting securities of
Vail, including any securities convertible into or exercisable or exchangeable
for any voting securities of Vail.
* * *
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
BAMCO, Inc.
By: /s/
Name:
Title:
Vail Resorts, Inc.
By: /s/
Name:
Title: