EX-99.16 5 exh99-16.htm SUPPLEMENTAL CONFIRMATION

Exhibit 99.16

 

Annex A

 

SUPPLEMENTAL CONFIRMATION

 

November 6, 2006

 

From: Bank of America, N.A.

c/o Banc of America Securities LLC

9 West 57th Street, 40th Floor

New York, NY 10019

Attention: Legal Department

Telephone: 212-583-8373

Facsimile: 212-230-8610

 

To: RH Financial Corporation

800 Market Street, Suite 2900

St. Louis, MO 63101

Attention: Charles G. Huber, Jr.

Telephone: 314-877-7099

 

Dear Sir or Madam:

 

The purpose of this communication (this “Supplemental Confirmation”) is to set forth the terms and conditions of the Transaction entered into on the Trade Date specified below between you and us. This Supplemental Confirmation supplements, forms a part of, and is subject to the letter agreement dated as of October 20, 2006 (the “Confirmation”) between you and us.

1.        The definitions and provisions contained in the Equity Definitions and in the Confirmation are incorporated into this Supplemental Confirmation. In the event of any inconsistency between the Equity Definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will govern.

2.         All provisions contained in this Agreement (as modified and as defined in the Confirmation) shall govern this Supplemental Confirmation except as expressly modified below.

3.         The parties intend that the Confirmation, as supplemented by this Supplemental Confirmation, constitutes a “Final Agreement” as described in the letter dated December 14, 1999 submitted by Robert W. Reeder and Alan L. Beller to Michael Hyatte of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretive letter dated December 20, 1999.

4.         The terms of the particular Transaction to which this Supplemental Confirmation relates are as follows:

 

Reference Number:

NY-25078

 

Trade Date:

November 6, 2006

 

Shares:

The common stock, par value $0.01 per share, of Vail Resorts, Inc. (the “Issuer”) (Exchange symbol “MTN”), or security entitlements in respect thereof.

 

Initial Price:

USD 39.2099

 

Floor Price:

USD 35.2889

 

 

 

Cap Price:

USD 74.1851

 

Maturity Date:

November 15, 2013

 

Base Amount:

1,200,000

 

Purchase Price:

USD 29,468,592.44

 

Payment Date:

November 9, 2006

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Supplemental Confirmation enclosed for that purpose and returning it to us.

 

 

Yours sincerely,

 

 

 

BANK OF AMERICA N.A.

 

 

 

 

By:

/s/ Debra L. Marvin

 

 

Name:  Debra L. Marvin

 

 

Title:    Authorized Signatory

 

Receipt confirmed:

RH FINANCIAL CORPORATION

 

 

 

 

By:

/s/ Scott Monette

 

 

Name:   Scott Monette

 

 

Title:     Treasurer