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<br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br />ARTICLE 10 <br />NO~~OTING SECURITIES <br /> <br />Notwithstanding anything contained in these ~ended <br />and Restated Articles of Incorporation to the contrary, the <br />Corporation shall not issue ncnvotinq equity securities to the <br />eX~ent prohibited by Section 1123 of the United States <br />~:a"k.r\'rt'''=''Y t:"~~a (~ho Mgankr".'l"'1"o:"Y e"!ldo-) ""... in off'oo~ $" oltho <br />Ef~ective Date provided, however, that this Article 10 <br />(a) will have no further force and effect beyond that required <br />under Sec~ion 1123 of the Bankruptcy Code, (b) will have such <br />torce and cffcc~1 if emy, only for .so lonq 0.5 5uch ~cct;1on ur <br />the Bankruptcy Code is in effect and applicable to the <br />Corporation, and (e) in all events ~ay be amended or <br />eliminated in accordance with applicable law as froe time to <br />ti::1e in effect. <br /> <br />ARTICLE 11 <br />MANAG!:HENT OF CORPORATION <br /> <br />The business and affairs of the Corporation shall be <br />:anaqed under the direction of the Board as provided in the <br />bylaws of the Corporation and as =ay be deleqated from time to <br />ti~e to co~ittees of the Board pursuant to the terms ot the <br />bylaws of the Corporation. <br /> <br />IN WITNESS WHEREOF, The Vail Corporation has caused <br />these Amende and Restated rticles of Incorporation to be <br />siqned by . . ) .711- , its <br />President, and attested by Nola . Dyal, its Secretary, this <br />~ day of October 1992. <br /> <br />THE VAIL CORPORATION <br /> <br />By: <br /> <br />~/J~7 <br /> <br />Presiden~ <br /> <br />ATTEST: <br /> <br />By: Lt..,dv). (}.o.-{ <br />Nola s. Dyal <br />Secretary <br /> <br />-6- <br /> <br />umfn <br />