4.	Long-Term Debt

Long-term debt as of April 30, 2011, July 31, 2010 and April 30, 2010 is summarized as follows (in thousands):


	Maturity (a)		April 30, 2011		July 31, 2010		April 30, 2010
Credit Facility Revolver (b)		2016	$	—	$	35,000	$	—
Industrial Development Bonds		2020		41,200		42,700		42,700
Employee Housing Bonds		2027-2039		52,575		52,575		52,575
6.50% Notes (c)		2019		390,000		—		—
6.75% Notes (c)		2014		43,937		390,000		390,000
Other		2011-2029		8,124		6,436		6,398

Total debt				535,836		526,711		491,673
Less: Current maturities (d)				45,357		1,869		1,851

Long-term debt			$	490,479	$	524,842	$	489,822

(a)	Maturities are based on the Company's July 31 fiscal year end.

(b)

On January 25, 2011, The Vail Corporation (the "Vail Corp"), a wholly-owned subsidiary of the Company, amended and restated its senior credit facility (the "Credit Facility"). Key modifications to the Credit Facility included, among other things, the extension of the maturity on the revolving credit facility from February 2012 to January 2016; increased grid pricing for interest rate margins (as of April 30, 2011, under the Credit Facility, at LIBOR plus 1.75%) and commitment fees (as of April 30, 2011, under the Credit Facility, at 0.35%); the expansion of baskets related to the Company's ability to incur debt and make acquisitions, investments and distributions; and the elimination of certain financial covenants.

The Credit Facility is governed by the Fifth Amended and Restated Credit Agreement ("Credit Agreement") between Vail Corp, Bank of America, N.A., as administrative agent, U.S. Bank National Association and Wells Fargo Bank, National Association as co-syndication agents, JPMorgan Chase Bank, N.A. and Deutsche Bank Securities Inc. as Co-Documentation Agents and the Lenders party thereto, and consists of a $400 million revolving credit facility. The Company's obligations under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of the Company and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries). The proceeds of loans made under the Credit Agreement may be used to fund the Company's working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. The Credit Agreement matures January 25, 2016. Borrowings under the Credit Agreement bear interest annually at a rate of (i) LIBOR plus a margin or (ii) the Agent's prime lending rate. Interest rate margins may fluctuate based upon the ratio of the Company's Net Funded Debt to Adjusted EBITDA (as such terms are defined in the Credit Agreement) on a trailing four-quarter basis. The Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, times the daily amount by which the Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit. The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the Adjusted EBITDA to interest on Funded Debt (as defined in the Credit Agreement) ratio does not fall below the minimum ratio allowed at quarter-ends. The Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company's ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio.

On April 13, 2011, Vail Corp entered into the First Amendment (the "First Amendment") to its Credit Agreement. The First Amendment amended certain of the negative covenants in the Credit Agreement, including providing for increased capacity for investments in similar businesses, increased capacity for debt incurrence, and permitting distributions of the proceeds of sales of certain real estate developments. The First Amendment became effective upon the closing of the 6.50% Notes on April 25, 2011.

(c)

On April 25, 2011, the Company completed an offering for $390 million of 6.50% Notes the proceeds of which, along with available cash resources, were used or will be used to purchase the outstanding $390 million principal amount of the 6.75% Notes and pay related premiums, fees and expenses. The 6.50% Notes have a fixed annual interest rate of 6.50% and will mature May 1, 2019 with no principal payments due until maturity. The Company has certain early redemption options under the terms of the 6.50% Notes. The premium for early redemption of the 6.50% Notes ranges from 4.875% to 0%, depending on the date of redemption. The 6.50% Notes are subordinated to certain of the Company's debts, including the Credit Agreement, and will be subordinated to certain of the Company's future debts. The Company's payment obligations under the 6.50% Notes are jointly and severally guaranteed by substantially all of the Company's current and future domestic subsidiaries. The indenture governing the 6.50% Notes contains restrictive covenants, which, among other things, limit the ability of Vail Resorts and its Restricted Subsidiaries (as defined in the Indenture) to (i) borrow money or sell preferred stock, (ii) create liens, (iii) pay dividends on or redeem or repurchase stock, (iv) make certain types of investments, (v) sell stock in the Restricted Subsidiaries, (vi) create restrictions on the ability of the Restricted Subsidiaries to pay dividends or make other payments to the Company, (vii) enter into transactions with affiliates, (viii) issue guarantees of debt and (ix) sell assets or merge with other companies. Pursuant to the registration rights agreement executed as part of the offering of the 6.50% Notes, the Company agreed to file an exchange offer registered under the Securities Act on or prior to 210 days after the closing of the offering, with such registration statement being declared effective on or prior to 270 days after the closing of the offering, and to exchange the notes for a new issue of substantially identical debt securities and guarantees. If the Company fails to satisfy its obligations under the registration rights agreement, it will be required to pay additional interest to the holders of the notes.

In April 2011, the Company offered to purchase the 6.75% Notes for total consideration of $1,013.75 per $1,000 principal amount. Of the $390 million outstanding 6.75% Notes, $346.1 million, or approximately 89%, were tendered. A loss on extinguishment of debt in the amount of $6.6 million was recorded during the three and nine months ended April 30, 2011 in connection with the 6.75% Notes that were tendered. On April 25, 2011, the Company called all of the remaining outstanding 6.75% Notes of $43.9 million for a call price of 101.125% of the principal balance; as a result, the 6.75% Notes were completely defeased on May 25, 2011.

(d)	Current maturities represent principal payments due in the next 12 months.

Aggregate maturities for debt outstanding as of April 30, 2011 reflected by fiscal year are as follows (in thousands):


2011	$	44,034
2012		1,378
2013		938
2014		509
2015		269
Thereafter		488,708

Total debt	$	535,836

The Company incurred gross interest expense of $8.5 million and $8.4 million for the three months ended April 30, 2011 and 2010, respectively, of which $0.4 million in each period was amortization of deferred financing costs. The Company had no capitalized interest during the three months ended April 30, 2011. The Company capitalized $4.7 million of interest (of which $4.3 million was related to real estate under development) during the three months ended April 30, 2010. The Company incurred gross interest expense of $25.6 million and $25.3 million for the nine months ended April 30, 2011 and 2010, respectively, of which $1.2 million in each period was amortization of deferred financing costs. The Company capitalized $0.5 million of interest (related to real estate development) and $12.6 million of interest (of which $11.5 million was related to real estate development) during the nine months ended April 30, 2011 and 2010, respectively.