S-1/A

As filed with the Securities and Exchange Commission on December 16, 2013

Registration No. 333-192252

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment No. 1
to
FORM S-1 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 

Intrawest Resorts Holdings, Inc. 

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7990	46-3681098
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification No.)	(I.R.S. Employer Identification No.)

1621 18th Street, Suite 300 

Denver, Colorado 80202 

(303) 749-8200 

(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

Joshua B. Goldstein, Esq. 

Chief General Counsel 

Intrawest Resorts Holdings, Inc. 

1621 18th Street, Suite 300 

Denver, Colorado 80202 

(303) 749-8200 

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

Copies to: 

Gregory A. Fernicola, Esq. 
Joseph A. Coco, Esq. 
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
(212) 735-2000 (facsimile) Richard D. Truesdell, Jr., Esq. 
Davis Polk & Wardwell LLP 
450 Lexington Avenue 
New York, New York 10017 
(212) 450-4000
(212) 701-5800 (facsimile)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 under the Exchange Act. (check one)

Large accelerated filer  £ Accelerated filer  £ Non-accelerated filer  S
(Do not check if a smaller reporting company) Smaller reporting company  £

CALCULATION OF REGISTRATION FEE 

Title of Each Class of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)		Amount Of Registration Fee(2)
Common Stock, $0.01 par value per share		$100,000,000		$12,880

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 16, 2013

PRELIMINARY PROSPECTUS

Shares

Intrawest Resorts Holdings, Inc. 

Common Stock

$         per share

This is an initial public offering of common stock of Intrawest Resorts Holdings, Inc. We are offering             shares of our common stock and the selling stockholder, an entity controlled by certain private equity funds managed by an affiliate of Fortress Investment Group LLC, is offering an additional              shares of our common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholder. After this offering, the selling stockholder and its affiliates will beneficially own approximately         % of our common stock.

We expect the public offering price to be between $         and $         per share. Currently, no public market exists for the shares. We intend to apply to list our shares of common stock on the New York Stock Exchange (“NYSE”) under the symbol “          .”

We are an “emerging growth company” under applicable U.S. securities laws and are eligible for certain reduced public company reporting requirements.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 17 to read about certain factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

		Per share		Total
Public offering price	$		$
Underwriting discount(1)	$		$
Proceeds to us before expenses	$		$
Proceeds to the selling stockholder before expenses	$		$

(1) See “Underwriting.”

 We have granted the underwriters the right to purchase up to             additional shares of common stock, and the selling stockholder has granted the underwriters the right to purchase up to             additional shares of common stock, in each case at the public offering price, less the underwriting discount. Any shares sold pursuant to the option to purchase additional shares will be apportioned between us and the selling stockholder pro rata in accordance with the number of shares initially sold by us and the selling stockholder. 

The underwriters expect to deliver the shares of common stock against payment on or about              , 2014.

Goldman, Sachs & Co. Deutsche Bank Securities BofA Merrill Lynch

The date of this prospectus is              , 2014.

 

 

 

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	17
Forward-Looking Statements	33
Use of Proceeds	35
Capitalization	36
Dilution	37
Dividend Policy	39
Selected Historical Consolidated Financial and Operating Information	40
Unaudited Pro Forma Condensed Consolidated Financial Information	43
Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Industry	74
Our Business	78
Management	97
Principal and Selling Stockholders	102
Certain Relationships and Related Party Transactions	103
Description of Certain Indebtedness	107
Description of Capital Stock	109
Shares Eligible for Future Sale	114
United States Federal Tax Consequences to Non-U.S. Holders	116
Underwriting	118
Legal Matters	124
Experts	124
Market and Industry Data and Forecasts	124
Where You Can Find More Information	124
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf that we have referred you to. We, the selling stockholder and the underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We and the selling stockholder are not making an offer of these securities in any state, country or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

We have proprietary rights to our trademarks and tradenames used in this prospectus, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and tradenames. We do not intend our use or display of other companies’ tradenames, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other company. Each trademark, tradename or service mark of any other company appearing in this prospectus is the property of its respective holder.

Until            , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to each dealer’s obligation to deliver a prospectus when acting as underwriter and with respect to its unsold allotments or subscriptions.

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Prospectus Summary

This summary highlights information contained elsewhere in this prospectus. It may not contain all the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Consolidated Financial Information” and the financial statements and related notes included elsewhere in this prospectus, before making a decision to purchase our common stock. Some information in this prospectus contains forward-looking statements. See “Forward-Looking Statements.”

Intrawest Resorts Holdings, Inc. (“New Intrawest”) is a newly formed Delaware corporation that had not, prior to the Restructuring (as defined below), conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Unless the context suggests otherwise, references in this prospectus to “Intrawest,” the “Company,” “we,” “us” and “our” refer to Intrawest Cayman L.P. (“Cayman L.P.”) and its consolidated subsidiaries prior to the consummation of the Restructuring, and to New Intrawest and its consolidated subsidiaries after the consummation of the Restructuring. All amounts in this prospectus are expressed in U.S. dollars, except where noted. Our fiscal year ends on June 30 and references in this prospectus to a “fiscal” year refer to the year ended June 30 of the corresponding year. References in this prospectus to “Fortress” refer to the private equity funds managed by an affiliate of Fortress Investment Group LLC that currently control the Initial Stockholders (as defined below).

Overview

We are a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to our guests for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and more than 1,150 acres of land available for real estate development. Our mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada, which we believe helps reduce our financial exposure to any single geographic area as weather patterns and economic conditions vary across these regions. Each of our mountain resorts is located within convenient driving distance to major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. During fiscal 2013, our portfolio of resorts received more than six million visitors from all 50 states and more than 100 countries. We also operate an adventure travel business, the cornerstone of which is Canadian Mountain Holidays (“CMH”), the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking to more skiable terrain than all lift accessed mountain resorts in North America combined. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties; manage condominium hotel properties; and sell and market residential real estate.

We operate within the leisure industry, with a business that benefits from improvements in the economy and associated increases in consumer discretionary spending. Numerous economic trends support the notion that the health of the general economy is continuing to improve. As the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to engage in and spend on leisure activities. We also expect recreational adventure and experiential travel to continue to gain in popularity as individuals, including the important “baby boomer” generation, live longer, healthier lives. We intend to capitalize on these favorable trends to drive growth within our business by increasing visitation at our resorts and at CMH, increasing product pricing and growing the scale of our businesses through targeted growth capital investments and acquisitions. We evaluate acquisition opportunities where the opportunity would provide a strategic fit within our existing portfolio of businesses. No material acquisitions are probable at this time.

Our Business

We manage our business through three reportable segments:

• Mountain ($339.0 million, or 65.5%, of fiscal 2013 reportable segment revenue): Our Mountain segment includes our mountain resort and lodging operations at Steamboat Ski & Resort, Winter Park Resort, Mont Tremblant Resort, Stratton Mountain Resort and Snowshoe Mountain Resort, as well as our 50% interest in Blue Mountain Ski Resort.

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• Adventure ($113.6 million, or 22.0%, of fiscal 2013 reportable segment revenue): The cornerstone of our Adventure segment is CMH. Within our Adventure segment, we also own and operate aviation businesses that support CMH and provide services to third parties.

• Real Estate ($64.7 million, or 12.5%, of fiscal 2013 reportable segment revenue): Our Real Estate segment includes our real estate development activities, as well as our real estate management, marketing and sales businesses, including Intrawest Resort Club Group (“IRCG”), Intrawest Hospitality Management (“IHM”) and Playground. We currently own core entitled land surrounding the base of our resorts totaling more than 1,150 acres, much of which is located adjacent or proximate to the ski trails at our resorts, including ski-in and ski-out parcels. As of November 30, 2013, this land had an appraised value of $154.0 million.

Our mountain resorts offer a breadth of activities for individuals of all ages that combine outdoor adventure and fitness with a wide variety of resort-based services and amenities, including retail, equipment rental, dining, lodging, ski school, spa services, golf, mountain biking and other summer activities. We own or manage many of these services and amenities, which allows us to capture a larger proportion of guest spending as well as ensure product and service quality at our resorts. Our resorts also receive more snowfall than the applicable regional average and have comprehensive snowmaking coverage. As a result, in each of our markets, our resorts are established leaders with a reputation for some of the best skiing experiences. The following table summarizes key statistics relating to each of our resorts as of September 30, 2013.

Resort	Location	Year Opened		Average Snowfall(1)		Maximum Vertical Drop		Skiable Terrain		Snowmaking Coverage		# of Trails		# of Lifts		Lodging Units Under Mgmt.		Food & Beverage Outlets Operated		Retail & Rental Outlets Operated
				(inches)		(feet)		(acres)		(acres)
Steamboat	Colorado		1963		363		3,668		2,965		375		165		18		317		18		16
Winter Park	Colorado		1939		322		3,060		3,081		313		143		25		348		14		11
Tremblant	Quebec		1939		163		2,116		654		465		95		14		896		11		20
Stratton	Vermont		1961		151		2,003		624		474		94		11		415		11		10
Snowshoe	West Virginia		1974		166		1,500		251		251		57		14		1,149		16		13
Blue Mountain (50%)	Ontario		1941		78		720		281		236		36		14		1,027		9		9
Mammoth Mountain (15%)	California		1955		418		3,100		3,500		700		164		28		608		22		18

(1) Based on the eight-year historical average of snowfall during the 2005/2006 ski season through the 2012/2013 ski season.

Steamboat Ski & Resort (operating since 1963) is located in the Colorado Rocky Mountains, 157 miles northwest of Denver, with access via direct flights from New York, Los Angeles, Chicago, Houston, Atlanta, Minneapolis, Seattle, Dallas and Denver. The town of Steamboat Springs, Colorado, where Steamboat is located, has a strong heritage of winter sports, as evidenced by the 79 winter Olympians that have trained in the town. With the potential to add an additional 430 acres of skiable terrain, the resort features a combination of high-end guest services (such as a full service spa and fine dining restaurants), an 1880’s western atmosphere and some of the most consistent snowfall in the Rocky Mountain region. The resort receives an average of approximately 363 inches of light, dry powder snow each ski season, which we refer to in our marketing materials as Champagne Powder^® snow. Average snowfall at Steamboat is 25% more than the historical Rocky Mountain regional resort average of 290 inches.  For the 2013/2014 ski season, Steamboat has added night skiing and has opened a new on-mountain lodge with a seating capacity of over 250 in the main dining area.

Winter Park Resort (operating since 1939) is located in the Colorado Rocky Mountains, 67 miles west of Denver, and is one of the closest resorts to the Denver metropolitan area’s nearly three million residents. The resort, which is comprised of Winter Park Mountain, Mary Jane Mountain, Vasquez Cirque and Vasquez Ridge, is the longest operating mountain resort in Colorado and has long been referred to in our marketing materials as Colorado’s Favorite^®. The resort receives an average snowfall during the ski season of approximately 322 inches and features six terrain parks and “world-class” mogul skiing, as described by  

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Powder Magazine. Winter Park has the option to add an additional 837 acres, which would expand our skiable terrain by approximately 27%. Each summer, Winter Park transforms into a mountain biking destination, with one of the largest bike parks in the United States. Winter Park has recently expanded its mountain biking terrain and has added tubing to its slate of winter activities.  

Mont Tremblant Resort (operating since 1939) is located in Quebec, within a two hour drive from the Montreal metropolitan area’s nearly four million residents and the Ottawa metropolitan area’s nearly 1.2 million residents. The resort is consistently ranked as one of the top ski resorts in Eastern North America by Ski Magazine. With 2,116 feet of vertical drop and snowmaking on 77% of trails, Tremblant offers guests the opportunity to ski down one of the biggest vertical drops in eastern Canada. In the summer, guests can play golf on two 18-hole golf courses, mountain bike, enjoy the pedestrian village and attractions or take in Tremblant’s free outdoor concerts.  

Stratton Mountain Resort (operating since 1961) is located in Southern Vermont, approximately 220 miles north of New York City and approximately 150 miles northwest of Boston, whose metropolitan areas have a combined population of more than 23 million residents. Situated on one of the tallest peaks in New England, Stratton is widely considered the birthplace of snowboarding. Stratton features a vertical drop of 2,003 feet and snowmaking on 93% of trails. Stratton’s summer amenities feature 27 holes of golf, a 22-acre golf school and a sports and tennis complex. Winter and summer guests are also able to enjoy Stratton’s pedestrian village. Recent capital improvements at Stratton include a remodeled hotel and additional food and beverage outlets.

Snowshoe Mountain Resort (operating since 1974) is located in West Virginia and is one of the largest ski resorts in the Southeast region of the United States. Snowshoe primarily draws guests from the Baltimore-Washington D.C. and Pittsburgh metropolitan area’s combined 11.7 million residents, as well as the Southeastern United States. The 251 acre resort has the biggest vertical drop in the region (1,500 feet) and receives an average snowfall during the ski season of approximately 166 inches while also enjoying 100% snowmaking coverage. The resort’s mountaintop village offers a variety of nightlife, dining and retail options. Snowshoe was named #1 Overall Ski Resort and #1 for Nightlife in the Mid-Atlantic by OnTheSnow.com, a popular skiing website, in 2012. Recent capital improvements at Snowshoe include upgraded snowmaking capabilities as well as a spa and a zipline located in the village. 640 additional acres of land are available at Snowshoe for resort expansion.  

Blue Mountain Ski Resort (operating since 1941), of which we own a 50% equity interest, is located in Ontario, approximately 90 miles northwest of Toronto’s approximately 5.6 million residents. With 281 skiable acres and snowmaking on 93% of trails, Blue Mountain is both the largest and most popular resort in Ontario. Blue Mountain also operates a year round conference center and offers a suite of summer amenities, including an 18-hole golf course, an open-air gondola, a mountain biking facility and a waterfront park. Recent capital improvements include a conference center, a mountain roller coaster and terrain expansion, including six new trails with snowmaking coverage.

We are party to a shareholders’ agreement with Blue Mountain Resorts Holdings Inc. (“Blue Mountain Holdings”), the owner of the other 50% interest in Blue Mountain Resorts Limited, the entity that owns Blue Mountain. The agreement provides for a call option in our favor on the equity interest held by Blue Mountain Holdings at 110% of fair market value and a put option in favor of Blue Mountain Holdings which would require us to purchase up to all of the equity interests held by Blue Mountain Holdings at 90% of fair market value. See “Our Business—Business Operations—Mountain.”

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Mammoth Mountain (operating since 1955), of which we own a 15% equity interest, is located south of Yosemite National Park in California and primarily draws guests from Southern California’s approximately 22.0 million residents. With the highest summit of any California resort, an average snowfall during the ski season of approximately 418 inches and 3,500 skiable acres, Mammoth Mountain is the fourth most popular mountain resort in North America and has one of the longest ski seasons in North America. We also own a 50% equity interest in Mammoth Hospitality Management, LLC, which runs the hospitality and lodging operations at Mammoth. Our other business interests at Mammoth include managing the commercial village as well as the Westin Monache Resort at Mammoth Lakes, California.  

We also operate an adventure travel business, the cornerstone of which is CMH. Through our CMH operations, we have developed expertise in marketing adventure travel to the affluent as well as expertise in high-end logistics and hospitality. We believe that we will be able to leverage our core expertise to grow our adventure travel offerings both within heli-skiing and in other adventure travel areas.

Canadian Mountain Holidays is North America’s premier heli-skiing adventure company and has been providing heli-skiing trips for the past 50 years. CMH currently provides helicopter-accessed skiing, mountaineering and hiking on 3.1 million powder-filled acres of terrain in British Columbia, which amounts to more skiable terrain than all lift accessed mountain resorts in North America combined. In addition to providing what we believe is an unparalleled skiing and backcountry experience in North America, CMH provides accommodation, service and dining at its 11 lodges, nine of which are owned by us. During fiscal 2013, CMH earned approximately $1,700 of revenue per guest night, with repeat visitors accounting for the majority of CMH’s guests. In support of CMH’s skiing, guiding and hospitality operations, we own 40 helicopters and operate a helicopter maintenance, repair and overhaul (“MRO”) business. Each ski season, we lease our fleet of helicopters to Alpine Helicopters, Inc. (“Alpine Helicopters”), which acts as the exclusive provider of flight services to CMH. CMH’s integrated operating model enables us to scale the business and increase guest visits with limited reliance on third party providers. In addition, to more efficiently utilize our aircraft and CMH pilots year round, we provide heli-hiking, fire suppression and utility services during the summer months. By utilizing the same pilots each ski season who have an average of over 7,000 hours of experience flying in the high alpine and who possess extensive knowledge of the terrain, we believe CMH is able to provide a more consistent guest experience.  

Certain of our mountain resorts and CMH operate on federal or Crown land or land owned by other governmental entities pursuant to the terms of governmental permits, leases or other agreements. See “Our Business—Properties.” Alpine Helicopters employs all of the pilots who fly the helicopters in the CMH land tenures. We own a 20% equity interest in Alpine Helicopters, but consolidate Alpine Helicopters in our financial statements because Alpine Helicopters is substantially dependent on us as a result of leasing its entire helicopter fleet from us. See “Our Business—Business Operations—Adventure.”

We also have a portfolio of more than 1,150 acres of development parcels surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts, much of which is located adjacent or proximate to the ski trails, including ski-in ski-out parcels. As of November 30, 2013, this land had an appraised value of $154.0 million. We refer to this land throughout this prospectus as our core entitled land or core development parcels. See “Our Business—Business Operations—Real Estate.” We believe that our real estate platform and expertise will enable us to capitalize on improving economic conditions related to commercial and residential real estate through the potential future development of our core entitled land. We are currently working with consultants and architects to develop strategies for future development of this land in concert with planning for on-mountain and base village improvements. In addition to our core land holdings and development planning, we maintain the capability to manage, market and sell real estate through our vacation club business, our condominium hotel property management company with operations in Maui, Hawaii and in Mammoth Lakes, California and our residential real estate sales and marketing business. See “Risk Factors—Risks Related to Our Business—Our real estate development strategy may not be successful.”

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Our Strengths

Geographically Diversified Market Leading Mountain Resorts. We are one of the largest mountain resort companies in North America based on skier visits. Our portfolio of mountain resorts offers what we believe are distinctive experiences at some of North America’s most popular destinations. We have invested heavily in the development of lifts, trails, snowmaking capabilities and pedestrian villages with a large bed base and a variety of retail and dining options at our mountain resorts. We believe that these investments have established our resorts as the market leaders they are today. Our mountain resorts are dispersed throughout North America, with locations in the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. During fiscal 2013, no single resort accounted for more than 16% of our total revenue. In addition, our resorts are located within convenient driving distance to large metropolitan areas with high concentrations of affluent skiers and major airports, such as New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. This provides us a strong base of regional and destination visitors, which we believe helps reduce our financial exposure to any single geographic region as weather patterns and economic conditions can vary across regions. We believe that this is a differentiating factor from our competitors, many of which have more geographically concentrated businesses.

North America’s Premier Mountain Adventure Company. The cornerstone of our adventure business is CMH, the largest heli-skiing business in North America. CMH’s operating area encompasses 3.1 million acres of high alpine terrain across British Columbia, which we believe offers an unparalleled skiing and backcountry experience. Repeat visitors accounted for the majority of CMH’s guests during fiscal 2013. With its global brand, portfolio of terrain, collection of 11 lodges and integrated aviation support, CMH is North America’s leading heli-skiing platform and is positioned to further grow within the adventure travel industry. Through our CMH operations, we have also developed expertise in marketing adventure travel to the affluent as well as expertise in high-end logistics and hospitality. We believe that we will be able to leverage these core competencies to grow our adventure travel offerings both within heli-skiing and in other areas.   

Strong Competitive Position with High Barriers to Entry. We operate or have an ownership interest in three of the top 10 mountain resorts in the United States as measured by skier visits. We also operate or have an ownership interest in what we believe are two of the top three mountain resorts in Canada as measured by skier visits. There are significant barriers to entry to new ski resort development in North America resulting from the limited number of remaining suitable sites, the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As a result, no major ski resorts have been developed in the past 30 years. We believe these competitive dynamics have supported the ski industry’s ability to raise Effective Ticket Price (“ETP”) by a 2.7% compound annual growth rate (“CAGR”) over the past five years, despite high unemployment and fragile economic conditions. 

Customer Base with Significant Discretionary Income. We generally attract a more affluent customer than many other leisure activities. In fiscal 2013, the average household income of guests at our mountain resorts was more than $135,000. Given the quality of our assets and our affluent customer base, we believe that there is a long-term opportunity to increase revenues through cross-selling and upselling our guests. We maintain a database of more than 2.2 million past resort guests and are able to use this database to cross-sell and upsell new experiences within our portfolio of resorts and at CMH to our guests, season pass holders, second home owners and vacation club members.  

Significant and Expanding Base of Season Pass Holders. We have loyal guests who visit our resorts frequently every year. Many of these guests purchase season passes or frequency products and either own real estate at our resorts or are potential future buyers of vacation real estate. Season pass and frequency product revenue contributed $42.5 million, $45.2 million and $48.0 million to lift revenues for fiscal 2011, 2012 and 2013, respectively, and represented 30.7%, 34.4% and 33.2% of our lift revenues during these respective years. While there can be no assurance that the number of season pass holders at our mountain resorts will remain constant or increase in future years, season pass and frequency product revenue has grown at a CAGR of 6.3% over the three year period ended June 30, 2013. Moreover, 69.8% of our fiscal 2013 season pass holders owned season passes at our resorts during prior ski seasons, representing a strong source of recurring cash flow. This source of recurring and stable revenue reduces our sensitivity to economic conditions and weather, and provides a base line of predictability that allows us to focus on pursuing growth and value creating opportunities for our businesses.

Experienced Management Team. Our management team, which is comprised of professionals with wide ranging experience in resort, real estate and leisure operations, has significant experience managing mountain resorts. We believe our management team has demonstrated its ability to adapt and adjust the business during economic

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downturns and to grow the business. In addition, our management team has extensive experience in identifying and evaluating businesses for acquisition, performing in-depth due diligence, negotiating with owners and management, and structuring, financing and closing acquisition transactions. We have also attracted qualified and dedicated resort chiefs who have an average of 11 years of service with us and 26 years of experience in the ski industry. We believe that the experience of our management team and resort chiefs is a significant contributor to our operating performance.

Growth Strategies

Consumer discretionary spending has increased as the economy has improved and, as the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We also expect recreational adventure and experiential travel to continue to gain in popularity as individuals, including the important “baby boomer” generation, live longer, healthier lives. In light of these trends, we intend to employ the following strategies to drive growth within our businesses:

Increase Revenues.

· Increase prices at our mountain resorts and CMH. During the past five years, despite high unemployment and fragile economic conditions over much of that period, the mountain resort industry has increased Effective Ticket Price at a CAGR of 2.7%, outpacing core inflation of 1.6%. As the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We believe that these trends, combined with growth capital investments to improve the guest experience, will provide us with the opportunity to increase prices without impacting our customers’ perception of the value of our products.

· Grow visitation at our mountain resorts and CMH. There are four components of our strategy to grow visitor volume. First, we intend to leverage our existing customer database of 2.2 million skiers and adventure travelers to cross-sell existing customers on new experiences within our portfolio of properties. Second, we are investing in new websites, e-commerce platforms and customer relationship management systems. In combination, these tools provide our sales and marketing team with greater insight into the preferences and purchasing patterns of existing and prospective customers, enabling us to make customized vacation offers and increase the likelihood of purchase. Third, we are developing new products that target previously underserved market segments. Examples include a new season pass product available for young professionals and the addition of new small group and private trip options at CMH to meet demand from affluent CMH customers. Fourth, we are investing in revenue management systems to optimize our variable pricing strategy. These systems provide us with real-time demand data, enabling us to effectively raise prices for vacations and ticket products during periods of peak demand and lower prices to increase visitor volume during periods of off-peak demand.

· Targeted growth capital investments. We believe there is a significant opportunity to further increase revenues, visitation as well as utilization of our assets during off-peak periods by developing new activities and improved amenities at our mountain resorts and CMH. Examples of recent growth capital projects include investments in lifts, snow-making capabilities and terrain expansion at Blue Mountain, a new on-mountain dining facility and night skiing at Steamboat, a snow tubing hill and expanded mountain biking terrain at Winter Park, a spa facility at Snowshoe, and renovated lodging facilities at Stratton and our CMH operations. We expect that our resort improvements will attract new guests and increase the average amount of money that guests spend per day at our properties. We believe we have the opportunity to execute similar high return-on-investment resort improvement projects in the future.

Continue to Improve Operating Efficiency and Margins. We continue to focus on driving financial improvement and operational synergies. We believe that, as a multi-resort operator, we have significant opportunities to benefit from our scale of operations through centralization of key functions such as sales and marketing, human resources, accounting, finance, legal, procurement, insurance and technology. Our Denver headquarters provides a platform for further centralization of these key areas where there is an opportunity to benefit from economies of scale and leverage the skills of our senior management team. We believe that these operating efficiencies, combined with price and volume increases, will enable us to grow our margins. In addition, a significant portion of the operating costs at our mountain resorts is variable and can be rapidly adjusted in response to fluctuations in our business. For

6

example, during the 2011/2012 ski season, our management team was able to adjust operating costs at our resorts in response to the lowest amount of natural snowfall in North America in 20 years.

Pursue Strategic Acquisitions and Operating Relationships. The North American ski industry is highly fragmented, with approximately 753 ski areas in North America, of which fewer than 10% are owned by operators that operate four or more ski resorts. As a result of the advantages that we enjoy as a multi-resort operator, we believe we will have the opportunity to acquire complementary resorts in the future at attractive valuations. We evaluate the strategic fit of potential acquisitions based on the opportunity to enhance product offerings, such as multi-resort pass products, achieve operational synergies and expand our operating footprint. As a multi-resort operator, we believe we can generate substantial revenue and cost synergies through strategic acquisitions by leveraging our existing customer database of 2.2 million contacts for cross-resort marketing, by offering guests multi-resort products and by taking advantage of economies of scale in administration and pooled purchasing.

Through our CMH operations, we have developed expertise in marketing adventure travel to the affluent as well as expertise in high-end logistics and hospitality.  We expect adventure travel to gain in popularity and believe that we will be able to leverage our core competencies to improve the revenues and operating efficiency of strategic acquisitions within the adventure travel industry.

We also intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships.

Monetization of Real Estate. We own more than 1,150 acres of land available for development at our mountain resorts, much of which is adjacent or proximate to the ski trails at the resorts, including ski-in and ski-out parcels. As the “home team” operator in our resort communities, we have a competitive advantage relative to other developers at our resorts because we are uniquely able to add additional value to real estate by bundling it with amenities and products at our resorts that we control. We also own or lease commercial properties within the villages at our resorts, which provides us with the opportunity to control the mix of activities and food, beverage and retail outlets in order to create an atmosphere that makes our resort communities more attractive to potential home buyers. With improvement in the second home and vacation home markets, we believe that we can generate significant profits from the future development of our core entitled land at our resorts. Additionally, although we cannot guarantee that incremental visitor growth at our resorts will occur, to the extent that future development increases the number of units and beds at our resorts, we believe that the extra lodging capacity will support incremental visitor growth and profits.

Our Restructuring and Refinancing

The Restructuring  

We conduct our U.S. operations through Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest U.S.”), and our Canadian operations through Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta (“Intrawest Canada”). In December 2013, through a series of restructuring transactions, Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc., the issuer of the common stock offered hereby. In connection with these restructuring transactions, we issued an aggregate of 42,999,900 shares of our common stock to the Initial Stockholders and we were released as an obligor with respect to all of our debt owed to partners (approximately $1.4 billion as of September 30, 2013). The transactions described in this paragraph form part of the “Restructuring” described under “Unaudited Pro Forma Condensed Consolidated Financial Information.” See also “Description of Certain Indebtedness—Notes Payable to Partners.”

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The chart below summarizes our corporate structure after giving effect to the consummation of the Restructuring and this offering.

Intrawest Resorts Holdings, Inc. was incorporated in Delaware on August 30, 2013 for the purpose of effecting this offering.

8

The Refinancing

As of September 30, 2013, we had outstanding $446.6 million of borrowings under a first lien credit agreement with a syndicate of lenders.  As of September 30, 2013, we also had outstanding $125.0 million of borrowings under a second lien credit agreement with a syndicate of lenders.

On December 9, 2013, we entered into a new first lien credit agreement (the “New Credit Agreement”) and an affiliate of Fortress contributed $48.3 million to us. Borrowings under the New Credit Agreement, together with cash on hand and the funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the first lien credit agreement and the second lien credit agreement (the “Refinancing”). For a description of the New Credit Agreement, see “Description of Certain Indebtedness—Third-Party Long-Term Debt—New Credit Agreement.”

As of September 30, 2013, our total indebtedness on an actual and a pro forma basis after giving effect to the Pro Forma Transactions was $2,033.9 million and $584.5 million, respectively. See “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Description of Certain Indebtedness—Third-Party Long-Term Debt.”  

Our Principal Stockholders

Immediately following the completion of this offering, the Initial Stockholders will beneficially own approximately         % of our outstanding common stock, or         % if the underwriters’ option to purchase additional shares is fully exercised. This level of share ownership is sufficient to control the vote on matters and transactions requiring stockholder approval. The Initial Stockholders are controlled by Fortress. See “Risk Factors—Risks Related to Our Organization and Structure” and “Principal and Selling Stockholders.” Pursuant to the Stockholders Agreement (as defined below), Fortress and certain of its affiliates and permitted transferees may designate directors for nomination and election to our board of directors. Pursuant to these provisions, Fortress and certain of its affiliates and permitted transferees have the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as such stockholders continue to beneficially own, directly or indirectly, at least       % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders) and certain other conditions are met.   

Risk Factors

There are a number of risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled “Risk Factors” following this prospectus summary. These risks include, but are not limited to:

• a prolonged weakness in general economic conditions;

• the failure of recreational adventure and experiential travel to gain in popularity;

• lack of adequate snowfall and unfavorable weather conditions;

• adverse events that occur during our peak operating periods combined with the seasonality of our business;

• the occurrence of natural disasters;

• the high fixed cost structure of our business;

• risks associated with not owning all of the land on which we conduct our operations, including the loss of, or inability to renew, our governmental permits and leases;

• risks related to the fact that we are not the sole property manager at certain of our real estate developments and risks related to the fact that fewer condominium owners have been using our rental management services in recent years;

• our inability to complete real estate development projects and achieve the anticipated financial benefits from such projects;

• our inability to successfully remediate material weaknesses in our internal control over financial reporting and the expected costs associated with doing so;

• competition with similar businesses owned by Fortress and its affiliates; and

9

• risks related to the corporate opportunity provisions in our restated certificate of incorporation, which do not require Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees, to offer us potential transactions or corporate opportunities of which they are aware.

As a result of these risks and the other risks discussed in the section entitled “Risk Factors,” there is no guarantee that we will experience growth and improving profitability in the future. Similarly, there can be no assurance that the number of visitors to our mountain resorts and CMH, including season pass holders at our mountain resorts, will remain constant or increase in future years.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in the United States. These provisions include:

• reduced compensation disclosure requirements;

• an exemption to include in an initial public offering registration statement less than five years of selected financial data; and

• an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting.

The JOBS Act also permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies, and exempts an emerging growth company such as us from Section 14A(a) and (b) of the Securities Exchange Act of 1934 (the “Exchange Act”), which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

We will remain an emerging growth company until the earliest of:

• the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion;

• the last day of our fiscal year following the fifth anniversary of the completion of this offering;

• the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or

• the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

We have availed ourselves in this prospectus of the reduced reporting requirements described above with respect to compensation disclosure requirements and selected financial data. As a result, the information that we provide stockholders may be less comprehensive than what you might receive from other public companies. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have not elected to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable.

Corporate Information

Our executive offices are located at 1621 18th Street, Suite 300, Denver, Colorado 80202, and our telephone number is (303) 749-8200. Our website address is www.intrawest.com. The information on our website is not a part of this prospectus.

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Summary Historical and Unaudited Pro Forma Condensed 

Consolidated Financial and Operating Information

The following summary historical consolidated financial information for the years ended June 30, 2011, 2012 and 2013 and as of June 30, 2012 and 2013 has been derived from the audited consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

The following summary historical consolidated financial information for the three months ended September 30, 2012 and 2013 and as of September 30, 2013 has been derived from the unaudited interim consolidated financial statements of Cayman L.P. included elsewhere in this prospectus. In our opinion, such unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements of Cayman L.P. and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position of Cayman L.P. Results as of and for the three months ended September 30, 2013 are not necessarily indicative of results that may be expected for the entire year.

The following unaudited pro forma condensed consolidated financial information for the year ended June 30, 2013 and as of and for the three months ended September 30, 2013 gives effect to the Pro Forma Transactions. The unaudited pro forma condensed consolidated financial information is based on available information and assumptions that we believe are reasonable, is for illustrative and informational purposes only and should not be considered representative of our future financial condition or results of operations. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a description of the adjustments reflected in the pro forma condensed consolidated financial information.

Prior to the collapse in the housing markets in late 2007 and the global financial crisis that followed, we were actively engaged in large scale development and sales of resort real estate, primarily in North America. In light of the then prevailing market conditions, we ceased new development activities in late 2009. As a result, we were left with a portfolio of real estate assets, high leverage levels and litigation initiated by purchasers of resort real estate seeking to rescind their purchase obligations or otherwise mitigate their losses. This confluence of factors had a material impact on our consolidated financial results for the fiscal periods presented below. Through a series of debt refinancings, cost saving initiatives and divestitures of non-core assets, we believe we have streamlined our operations. As of September 30, 2013, we have divested substantially all of our legacy real estate assets and have settled the majority of litigation claims stemming from our pre-2010 development and sales activities. Although the effects of our pre-2010 legacy real estate development and sales activities on our consolidated financial results will continue in future periods, we expect that these effects will continue to diminish over time. After giving effect to the Refinancing and the Restructuring, we believe our financial results in future periods will be materially different from those reflected in the historical consolidated financial information of Cayman L.P. appearing in this prospectus.

You should read the following summary historical and unaudited pro forma condensed consolidated financial and operating information in conjunction with the information appearing under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Unaudited Pro Forma Condensed Consolidated Financial Information” in this prospectus, and in conjunction with the consolidated financial statements of Cayman L.P. and the related notes appearing elsewhere in this prospectus.  

	Historical						Pro Forma		Historical				Pro Forma
	Year Ended June 30,						Year Ended June 30, 2013		Three Months Ended September 30,				Three Months Ended September 30, 2013
	2011(1)		2012		2013				2012		2013
	(in thousands)
Statement of Operations Data:
Revenues
Mountain	$	322,194	$	310,765	$	339,003			$	33,259	$	33,305
Adventure		96,693		109,496		113,622				29,047		22,617
Real Estate		61,165		61,439		64,726				15,148		13,250
Total reportable segment revenues		480,052		481,700		517,351				77,454		69,172
Legacy, non-core and other(2)		79,471		31,747		7,056				1,741		11,389
Total revenues		559,523		513,447		524,407	$	523,979		79,195		80,561	$	80,561
Operating expenses(2)		504,005		453,187		448,944		446,848		101,179		104,196		103,563
Depreciation and amortization		76,371		57,655		58,342		58,340		14,653		13,145		13,145

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	Historical									Pro Forma			Historical						Pro Forma
	Year Ended June 30,									Year Ended June 30, 2013			Three Months Ended September 30,						Three Months Ended September 30, 2013
	2011(1)			2012			2013						2012			2013
	(in thousands, except operating statistics)
Statement of Operations Data:
Loss (gain) on disposal of assets(1)	$	26,196		$	9,443		$	12,448		$	10,525		$	1,210		$	(236	)	$	(337	)
Impairment of long-lived assets		12,140			782			143			143			—			—			—
Impairment of real estate		73,230			8,137			1,052			403			62			633			633
Goodwill impairment		64,097			3,575			—			—			—			—			—
Income (loss) from operations		(196,516	)		(19,332	)		3,478			7,720			(37,909	)		(37,177	)		(36,443	)
Interest income		9,162			7,467			6,630			6,583			1,637			1,632			1,606
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)		(47,662	)		(35,006	)		(16,464	)		(11,532	)
Interest expense on notes payable to partners		(160,943	)		(195,842	)		(236,598	)		—			(55,371	)		(67,105	)		—
Earnings (loss) from equity method investments(3)		8,299			538			(5,147	)		(5,147	)		(91	)		(1,591	)		(1,591	)
Gain on disposal of equity method investments(1)		—			—			18,923			18,923			—			—			—
Loss on extinguishment of debt(4)		—			—			(11,152	)		—			—			—			—
Other income (expense), net(5)		(2,021	)		1,199			1,973			1,935			402			(172	)		(151	)
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)		(17,648	)		(126,338	)		(120,877	)		(48,111	)
Income tax (benefit) expense		6,555			(5,836	)		(23,616	)		(23,616	)		972			701			701
Income (loss) from continuing operations		(492,037	)		(336,063	)		(296,714	)	$	5,968			(127,310	)		(121,578	)	$	(48,812	)
Loss from discontinued operations, net of tax		(6,469	)		—			—						—			—
Net loss		(498,506	)		(336,063	)		(296,714	)					(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757						34			(436	)
Net loss attributable to Cayman L.P.	$	(498,867	)	$	(336,063	)	$	(295,957	)				$	(127,276	)	$	(122,014	)
Adjusted EBITDA(6)	$	94,370		$	92,057		$	105,260					$	(10,366	)	$	(17,457	)
Key Business Metrics Evaluated by Management:
Mountain
Skier Visits(7)		3,192,388			2,758,970			3,146,119						—			—
Mountain Segment Revenue Per Visit(8)	$	100.93		$	112.64		$	107.75						—			—
ETP(9)	$	43.34		$	47.65		$	45.92						—			—
Adventure
CMH Guest Nights(10)		34,479			37,829			36,237						2,605			2,956
CMH RevPGN(11)	$	1,670		$	1,650		$	1,693					$	1,426		$	1,253
Cash Flow Data:
Net cash provided by (used in) operating activities	$	21,140		$	43,390		$	41,765					$	(5,296	)	$	384
Net cash provided by (used in) investing activities	$	514,497		$	(21,286	)	$	105,407					$	(4,344	)	$	(14,543	)
Net cash used in financing activities	$	(572,797	)	$	(41,518	)	$	(133,683	)				$	(395	)	$	(1,679	)

	Historical				Historical		Pro Forma		Pro Forma As Adjusted(12)
	As of June 30,				As of September 30,		As of September 30,		As of September 30,
	2012		2013		2013		2013		2013
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	46,908	$	59,775	$	44,860	$	59,098
Real estate held for development(13)	$	193,806	$	164,916	$	154,645	$	154,645
Total assets	$	1,342,793	$	1,121,600	$	1,132,357	$	1,126,957
Third party long-term debt (including current portion)(14)	$	736,081	$	588,863	$	607,553	$	584,526
Notes payable to partners (including current portion)		1,109,005		1,358,695		1,426,350		—
Total long-term debt (including current portion)	$	1,845,086	$	1,947,558	$	2,033,903	$	584,526

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(1) Includes the operations of Whistler Blackcomb prior to their divestiture in November 2010. We sold our interests in the assets of Whistler Blackcomb to Whistler Blackcomb Holdings, Inc. (“Whistler Holdings”) in November 2010 and recognized a loss of $24.4 million. As part of the sale proceeds, we received an equity investment of approximately 24% in Whistler Holdings. Fiscal 2011 includes legacy, non-core and other revenues, operating expenses and depreciation and amortization of $38.6 million, $51.1 million and $10.7 million, respectively, related to Whistler Blackcomb. In December 2012, we sold our investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition.

(2) See notes 6(f) and 6(g). See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

(3) See note 6(b).

(4) Fiscal 2013 represents the loss recognized on the extinguishment of our senior debt facilities in December 2012.

(5) Other income (expense), net, primarily includes gains or losses on currency rate fluctuations and other non-operating expenses that management does not believe are representative of the underlying performance of our ongoing operations.

(6) Adjusted EBITDA is a non-GAAP performance measure. Our board of directors and management team focus on Adjusted EBITDA as a key performance and compensation measure. Adjusted EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance. The compensation committee of our board of directors will determine the annual variable compensation for certain members of our management team based, in part, on Adjusted EBITDA. In addition, Adjusted EBITDA is a material component of certain financial covenants in the New Credit Agreement and is an important metric for investors to assess our ability to comply with those covenants.

Adjusted EBITDA is not a substitute for net income (loss), income from continuing operations, cash flows from operating activities or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to our performance. Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by reference to our GAAP results and using Adjusted EBITDA as a supplemental measure. 

We remove the following items from net loss attributable to Cayman L.P. to get to Adjusted EBITDA: 

• interest expense, net;

• income tax expense or benefit;

• depreciation and amortization;

• impairments of goodwill, real estate and long-lived assets;

• gains and losses on disposal of assets;

• earnings and losses from equity method investments;

• gains and losses on disposal of equity method investments;

• gains and losses on extinguishment of debt;

• other expense, net;

• discontinued operations, net of tax;

• legacy and other non-core expenses, net; and

• other operating expenses, which include restructuring charges and associated severance expenses, non-cash compensation and other items, including gains, losses, fees, revenues and expenses of transactions which management believes are not representative of the underlying performance of our ongoing operations and which we will be permitted to exclude from the calculation of Adjusted EBITDA under the New Credit Agreement.

For purposes of calculating Adjusted EBITDA, we also add to net loss attributable to Cayman L.P. our pro rata share of Adjusted EBITDA related to equity method investments included within our reportable segments, which include Blue Mountain Resorts Limited (Mountain), Chateau M.T. Inc. (Real Estate) and Mammoth Hospitality Management, LLC (Real Estate). We believe the Adjusted EBITDA from these investments is representative of the underlying performance of our ongoing operations. Our pro rata share of Adjusted EBITDA is calculated based on our economic ownership percentage of the applicable equity method investee. 

Finally, in calculating Adjusted EBITDA, we adjust net loss attributable to Cayman L.P. to include net income and losses attributable to noncontrolling interests within our reportable segments, and then remove Adjusted EBITDA attributable to the noncontrolling interest so that only our share of Adjusted EBITDA is captured within Adjusted EBIDTA. Alpine Helicopters (Adventure) was the only consolidated entity within our reportable segments with a noncontrolling interest during the periods presented. All revenues and expenses of noncontrolling interests not within our reportable segments are removed from net loss attributable to Cayman L.P. to get to Adjusted EBITDA. 

The following table reconciles net loss attributable to Cayman L.P. to Adjusted EBITDA for the periods presented. Adjusted EBITDA for fiscal 2013 does not include an add back for $0.9 million of revenue sharing payments pursuant to the lease agreement at Winter Park, which are considered operating expenses under GAAP. There were no revenue sharing payments in prior fiscal years. We are entitled to include these payments as an add back to Adjusted EBITDA under the New Credit Agreement. We expect to include these payments as an add back to Adjusted EBITDA in future periods.

	Year Ended June 30,									Three Months Ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Net loss attributable to Cayman L.P.	$	(498,867	)	$	(336,063	)	$	(295,957	)	$	(127,276	)	$	(122,014	)
Interest expense, net(a)		300,016			328,957			333,208			89,896			83,120
Income tax expense (benefit)		6,555			(5,836	)		(23,616	)		972			701
Depreciation and amortization		76,371			57,655			58,342			14,653			13,145

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	Year Ended June 30,									Three Months Ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Impairments of goodwill, real estate and long-lived assets	$	149,467		$	12,494		$	1,195		$	62		$	633
Loss (gain) on disposal of assets		26,196			9,443			12,448			1,210			(236	)
(Earnings) loss from equity method investments(b)		(8,299	)		(538	)		5,147			91			1,591
Gain on disposal of equity method investments(c)		—			—			(18,923	)		—			—
Loss on extinguishment of debt		—			—			11,152			—			—
Other (income) expense, net(d)		2,021			(1,199	)		(1,973	)		(402	)		172
(Loss) earnings attributable to noncontrolling interest(e)		361			—			(757	)		(34	)		436
Discontinued operations, net of tax		6,469			—			—			—			—
Legacy and other non-core expenses, net(f)		19,707			13,762			12,878			8,869			3,536
Other operating expenses(g)		4,039			4,989			4,416			454			1,027
Pro rata share of EBITDA related to equity method investments(h)		10,334			8,393			8,932			1,139			1,067
Adjusted EBITDA attributable to noncontrolling interest(i)		—			—			(1,232	)		—			(635	)
Adjusted EBITDA	$	94,370		$	92,057		$	105,260		$	(10,366	)	$	(17,457	)

(a) Includes interest expense on third party debt and on notes payable to partners, net of interest income (other than interest income earned from receivables related to our IRCG operations).

(b) Includes (earnings) loss from our equity method investments, including Blue Mountain Resorts Limited ($(2.7) million, $(1.7) million and $(2.3) million in fiscal 2011, 2012 and 2013, respectively, and $0.4 million and $0.5 million in the three months ended September 30, 2012 and 2013, respectively), Chateau M.T. Inc. ($(0.1) million, $(0.4) million and $0.1 million in fiscal 2011, 2012 and 2013, respectively, and $(0.1) million and $(0.1) million in the three months ended September 30, 2012 and 2013, respectively), Mammoth Hospitality Management, LLC ($0.5 million, $0.1 million and $0.4 million in fiscal 2011, 2012 and 2013, respectively, and $nil and $(0.1) million in the three months ended September 30, 2012 and 2013, respectively) and MMSA Holdings, Inc., Whistler Holdings and other non-core equity method investments ($(6.0) million, $1.5 million and $6.9 million in fiscal 2011, 2012 and 2013, respectively, and $(0.2) million and $1.3 million in the three months ended September 30, 2012 and 2013, respectively).

(c) Fiscal 2013 includes a $17.9 million gain on disposal of our equity method investment in Whistler Holdings in December 2012, and a $1.0 million gain on the sale of our partnership interest in Maui Beach Resort, L.P. in November 2012.

(d) Other (income) expense, net, primarily includes gains or losses on currency rate fluctuations and other non-operating expenses that management does not believe are representative of the underlying performance of our ongoing operations.

(e) Fiscal 2011 and the three months ended September 30, 2012 includes net income attributable to noncontrolling interest in Tower Ranch Developments Partnership (“Tower Ranch”). For purposes of calculating Adjusted EBITDA, we include the net income attributable to noncontrolling interest in Tower Ranch and then remove all income and expenses relating to Tower Ranch from our calculation of Adjusted EBITDA. This adjustment is made in legacy and other non-core, expenses, net. As a result, we have removed all revenues and expenses relating to Tower Ranch from Adjusted EBITDA.   Fiscal 2013 and the three months ended September 30, 2013 includes $(0.8) million and $0.4 million, respectively, of net (loss) earnings attributable to noncontrolling interest in Alpine Helicopters. We hold a 20% equity interest in Alpine Helicopters (prior to January 2013, we held 100% of Alpine Helicopters). For purposes of calculating Adjusted EBITDA, we adjust net loss attributable to Cayman L.P. to include the net loss attributable to noncontrolling interest in Alpine Helicopters and then remove the Adjusted EBITDA attributable to noncontrolling interest in Alpine Helicopters. Adjusted EBITDA attributable to noncontrolling interest in Alpine Helicopters was $(1.2) million and $(0.6) million in fiscal 2013 and the three months ended September 30, 2013, respectively. See note (i) below. With this adjustment, only 20% of the Adjusted EBITDA in Alpine Helicopters is captured within Adjusted EBITDA.

(f) The table below provides a breakdown of items included in legacy and other non-core, expenses, net, for fiscal 2011, 2012 and 2013 and for the three months ended September 30, 2012 and 2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

	Year Ended June 30,									Three months ended September 30,
	2011			2012			2013			2012			2013
	(in thousands)
Legacy real estate carrying costs and litigation	$	(11,193	)	$	(9,976	)	$	(8,378	)	$	(6,998	)	$	(2,525	)
Divested non-core operations		(8,035	)		(3,664	)		(3,168	)		(1,291	)		(366	)
Remaining non-core operations		(479	)		(122	)		(1,332	)		(580	)		(645	)
Legacy and other non-core expenses, net	$	(19,707	)	$	(13,762	)	$	(12,878	)	$	(8,869	)	$	(3,536	)

(g) Reflects adjustments for other items that are included in operating expenses in our GAAP financial statements. Fiscal 2011 includes $1.9 million of non-cash compensation and $1.6 million of severance charges attributable to the relocation of our corporate headquarters. Fiscal 2012 includes $0.6 million of non-cash compensation, $2.7 million of severance charges attributable to the relocation of our corporate headquarters and $0.9 million of restructuring charges relating to the restructuring of Alpine Helicopters. Fiscal 2013 includes restructuring charges of $2.2 million relating to the restructuring of Alpine Helicopters, $1.1 million of severance charges and $0.2 million of non-cash compensation. The three months ended September 30, 2012 includes $0.2 million of non-cash compensation and $0.2 million of severance charges. The three months ended September 30, 2013 includes $0.3 million of restruc-

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turing and severance charges. Fiscal 2011, 2012 and 2013 and the three months ended September 30, 2012 and 2013 also includes $0.5 million, $0.8 million, $0.8 million, $0.1 million and $0.7 million, respectively, of other operating expenses that management does not believe are representative of the underlying performance of our ongoing operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

(h) Includes Blue Mountain Resorts Limited ($7.7 million, $5.9 million and $6.9 million in fiscal 2011, 2012 and 2013, respectively, and $0.4 million and $0.3 million in the three months ended September 30, 2012 and 2013, respectively), Mammoth Hospitality Management, LLC ($0.9 million, $0.4 million and $0.3 million in fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.2 million in the three months ended September 30, 2012 and 2013, respectively) and Chateau M.T. Inc. ($1.7 million, $2.1 million and $1.7 million in fiscal 2011, 2012 and 2013, respectively, and $0.6 million and $0.6 million in the three months ended September 30, 2012 and 2013, respectively). Represents our pro rata share of EBITDA from these equity method investments based on our economic ownership percentage during the relevant period. The pro rata share of revenue that corresponds to the pro rata share of EBITDA from equity method investments was as follows: Blue Mountain Resorts Limited ($33.3 million, $32.2 million and $36.3 million in fiscal 2011, 2012 and 2013, respectively, and $7.0 million and $6.9 million in the three months ended September 30, 2012 and 2013, respectively), Mammoth Hospitality Management, LLC ($3.7 million, $3.3 million and $4.4 million in fiscal 2011, 2012 and 2013, respectively, and $0.7 million and $0.8 million in the three months ended September 30, 2012 and 2013, respectively) and Chateau M.T. Inc. ($12.5 million, $13.3 million and $13.2 million in fiscal 2011, 2012 and 2013, respectively, and $3.4 million and $3.4 million in the three months ended September 30, 2012 and 2013, respectively). These revenues are not included within our consolidated revenues.

(i) Represents Adjusted EBITDA attributable to the noncontrolling interest in Alpine Helicopters. Our consolidated revenue includes 100% of Alpine Helicopters revenue. The pro rata share of revenue that corresponds to the Adjusted EBITDA attributable to the noncontrolling interest in Alpine Helicopters was $13.8 million in fiscal 2013 and $7.6 million in the three months ended September 30, 2013.

(7) A Skier Visit represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts for any part of one day.

(8) Mountain Segment Revenue Per Visit is defined as total revenue of our Mountain segment for a given period divided by total Skier Visits during such period.

(9) Effective ticket price, or ETP, is calculated by dividing lift revenue for a given period by total Skier Visits during such period.

(10) CMH Guest Nights represents the number of paid nights skiing or hiking guests spend at our CMH lodges for a given period.

(11) CMH RevPGN is total CMH revenue for a given period divided by the total number of CMH Guest Nights during such period.

(12) Gives effect to the Pro Forma Transactions as set forth under “Unaudited Pro Forma Condensed Consolidated Financial Information” as well as this offering. Assumes net proceeds to us from the offering of $          million. See “Use of Proceeds.” Each $1.00 increase (decrease) in the assumed initial public offering price of $           per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) would increase (decrease) cash and cash equivalents by $           million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

(13) Real estate held for development includes land and infrastructure assets, net of impairments to fair value, intended to be used in the future development of real estate assets for sale and amenity enhancement at our resorts.

(14) Effective September 30, 2013, we and the Winter Park Recreational Association agreed to amend the lease under which we operate Winter Park Resort. Pursuant to the amendment, a contingency clause in which total rental payments could not exceed “cash flow for annual payment” was removed. The elimination of the contingency requires us to make annual rental payments of a minimum of $2.0 million until the end of the initial lease term, July 1, 2052, regardless of future cash flows, thus changing the future minimum lease payments. The amendment required a modification of the lease asset and lease obligation as the present value of the future minimum lease payments under the amendment is different from the minimum lease payments under the original agreement. The total increase in the lease obligation, based on a net present value of future payments, was $19.6 million.

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The Offering

Common stock we are offering	shares
Common stock the selling stockholder is offering	shares
Common stock to be issued and outstanding after this offering	shares  (            shares  if the underwriters exercise their option to purchase additional shares in full).
Common stock to be beneficially owned by the Initial Stockholders after this offering	shares  (            shares  if the underwriters exercise their option to purchase additional shares in full).
Use of proceeds	We estimate that the net proceeds to us from the sale of shares in this offering, after deducting underwriting discounts and offering expenses payable by us, will be approximately $              million. Our net proceeds will increase by approximately $              million if the underwriters’ option to purchase additional shares is exercised in full. We have no specific plan for the net proceeds to us from this offering and intend to use such proceeds for working capital and other general corporate purposes, which may include potential investments and acquisitions. See “Use of Proceeds.” We will not receive any proceeds from the sale of our common stock by the selling stockholder, including any shares sold by the selling stockholder pursuant to the underwriters’ option to purchase additional shares.
Dividend policy	We do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant.  Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. Certain of our debt agreements limit our ability to pay dividends. See “Dividend Policy.”
Risk factors	See “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Stock exchange symbol	We intend to apply to have our common stock listed on the NYSE under the symbol “          .”

Except as otherwise indicated, all of the information in this prospectus:

• gives retroactive effect to a         -for-1 stock split to be effected immediately prior to the pricing of the offering;

• assumes no exercise of the underwriters’ option to purchase up to             additional shares of common stock; and

• assumes an initial offering price of $         per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus.

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Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as other information contained in this prospectus, before deciding to invest in our common stock. The occurrence of any of the following risks could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows, in which case the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Our industry is sensitive to weakness in the economy and we are subject to risks associated with the overall leisure industry.

Weak economic conditions in the United States and Canada or elsewhere in the world, including high unemployment and erosion of consumer confidence, could have a material adverse effect on our industry. We provide skiing and mountain adventure experiences with a relatively high cost of participation. An economic downturn could reduce consumer spending on recreational activities, resulting in declines in visits to, and spending at, our mountain resorts and CMH, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. For example, as a result of economic weakness in Europe in recent years, we saw a decline in European guests at CMH, which have historically comprised more than 40% of our total CMH winter guests. In addition, we may be unable to increase the price of our lift products or other offerings during an economic downturn despite our history of being successful in raising such prices under a variety of economic conditions.

Furthermore, our industry is sensitive to the willingness and ability of individuals to travel. Global or regional events, such as acts of terrorism, the spread of contagious diseases, political events or military conflicts, or increases in commercial airfare or gasoline prices could adversely impact an individual’s willingness or ability to travel to our properties, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our industry is vulnerable to lack of adequate snowfall or unseasonable weather conditions.

The ability to attract winter guests to mountain resorts is influenced by adequate snowfall and weather conditions. Warm weather may result in rain, snow melt and inadequate natural snowfall and may render snowmaking wholly or partially ineffective in maintaining skiing conditions. For example, the North American 2011/2012 ski season was marked by some of the lowest natural snowfall amounts in 20 years and we saw a decline in skier visits during the 2011/2012 ski season compared to prior years. Conversely, extreme weather conditions may adversely affect the guest experience or result in lift closures and may also make it difficult for guests to access mountain resorts. The early season snow conditions and skier perceptions of early season snow conditions influence the momentum and success of the overall ski season, including pre-season sales of season passes and frequency cards at our mountain resorts. Although heli-skiing is less susceptible to guest fluctuations due to weather conditions than our mountain resorts, as most heli-skiing guests book their visits significantly in advance of the ski season, CMH remains susceptible to risks related to inclement weather because we provide guests with credits, which may be used during future seasons, if weather conditions prevent guests from reaching the guaranteed amount of vertical feet of skiing. As a result, inclement weather at our CMH sites during one ski season may materially adversely affect our CMH results of operations in future years when the credits are used. In addition, unseasonable weather or rain can adversely affect summer visits to our mountain resorts and heli-hiking sites.

Our business is highly seasonal and the occurrence of adverse events during our peak periods could have a material adverse effect on our results of operations and cash flows.

Although each of our mountain resorts and CMH operates as a four-season business, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth fiscal quarters of each fiscal year.  In addition, throughout our peak quarters, we generate the highest daily revenues on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. Furthermore, we sell a significant portion of our season pass products, pre-sold destination packages and CMH trips during our first fiscal quarter. The seasonality of our revenues and our dependence on peak operating and selling periods increases the impact of certain events on our results of operations. The occurrence of any of the other risk factors discussed herein during these peak operating or selling periods could have a disproportionate and material adverse effect on our results of operations and cash flows.

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Variations in the timing of peak periods, holidays and weekends may affect the comparability of our results of operations.

Depending on how peak periods, holidays and weekends fall on the calendar, in any given year we may have more or less peak periods, holidays and weekends in our second fiscal quarter compared to prior years, with a corresponding difference in our third fiscal quarter. These differences can result in material differences in our quarterly results of operations and affect the comparability of our results of operations.

We are vulnerable to the risk of natural disasters, including forest fires, avalanches, landslides, drought and hurricanes.

A severe natural disaster, such as a forest fire, avalanche, landslide, drought or hurricane, may not be fully covered by our insurance policies and may interrupt our operations, require evacuations, severely damage our properties and impede access to our properties in affected areas, any of which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, our ability to attract guests to our properties is influenced by the aesthetics and natural beauty of the outdoor environment where our properties are located. A severe forest fire or other natural disaster could damage our properties or surrounding areas and have a long-term negative impact on guest visitation, as it would take several years for the environment to recover. Our insurance policies may not cover lost revenues due to a decline in visitation caused by damage to our properties or surrounding areas. In recent years, the combination of drought conditions and a pine-beetle epidemic has led to an increase in forest fires in the Western United States, including Colorado.

The high fixed cost structure of our businesses can result in significantly lower margins if visitation to our resorts declines.

Our profitability is highly dependent on visitation. However, the cost structure of our business has significant components that cannot be eliminated when skier visits decline, including costs related to utilities, information technology, insurance, year-round employees and equipment. The occurrence of other risk factors discussed herein could adversely affect visitation at our resorts and we may not be able to reduce fixed costs at the same rate as declining revenues. If cost-cutting efforts are insufficient to offset declines in revenues or are impracticable, we could experience a material decrease in our margins. Accordingly, our profits may be disproportionately reduced during periods of declining revenues.

A disruption in our water supply would impact our snowmaking capabilities and impact our operations.

Our operations are heavily dependent upon our access to adequate supplies of water to make snow and otherwise conduct our operations. Our mountain resorts are subject to federal, state, provincial and local laws and regulations relating to water rights. Changes in these laws and regulations may adversely affect our operations. In addition, drought conditions may adversely affect our water supply. At our mountain resorts in Colorado, we own or have ownership or leasehold interests in water rights individually or through stock ownership in ditch and reservoir companies, groundwater wells and other sources, and the availability of water through these sources is subject to change. In addition, in recent years the United States Forest Service (the “U.S. Forest Service”) has sought to obtain ownership of certain water rights owned by ski resorts located on U.S. Forest Service land. While the U.S. Forest Service has indicated that it no longer intends to seek ownership of such water rights, it may seek to impose limitations on the quantity of water used by a ski area and/or uses to which the water may be put. Our inability to access adequate supplies of water to support our current operations or an expansion of our operations would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We face significant competition.

Our mountain resorts directly compete with other resorts in their respective local and regional markets, as well as with other major destination resorts. We also compete with other large resort operators for the sale of multi-mountain passes. Competition within the ski resort industry is based on multiple factors, including location, price, weather conditions, the uniqueness and perceived quality of the terrain for various levels of skill and ability, the atmosphere of the base village, the quality of food and entertainment and ease of travel to the resort (including direct flights by major airlines). In our Adventure segment, we face competition from heli-skiing and snowcat operators in Canada and the United States. Within our Real Estate segment, our managed properties compete with rental management companies, locally-owned independent hotels, as well as facilities and timeshare companies that are owned or managed by national and international chains. These properties also compete for convention and conference business across the North American market. Competition within the hotel and lodging industry is generally based on

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quality and consistency of rooms, restaurants and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price and other factors. Our competitors may have access to greater financial, marketing and other resources and may have access to financing on more attractive terms than us. As a result, they may be able to devote more resources to improving and marketing their offerings or more readily take advantage of acquisitions or other opportunities. If we are unable to compete successfully, our business, prospects, financial condition, results of operations and cash flows will be materially adversely affected.

We are not the sole property manager at our real estate developments.

We manage a significant portion of the bed base at our resorts and manage rental properties through our Real Estate segment. An individual that has purchased a condominium in one of our developments is not obligated to use our rental management services and, in recent years, third-party services that assist condominium owners in leasing their units without our involvement have become more prevalent. As a result, we have experienced a decline in the number of condominium owners using our rental management services.

In addition, since we are uninvolved in transactions where the condominium owner uses a third-party manager, we are unable to control the quality of the leased units or the guest experience. If guests are unsatisfied, the reputation of the entire development, including units we manage, may be harmed, as most guests do not distinguish between units managed by us and units managed by third parties. If a development’s reputation for a positive guest experience deteriorates, it may become more challenging for us to attract guests to these developments. A decline in guests at a development located at one of our mountain resorts may also lead to a decline in revenues throughout the resort’s business.

Changes in consumer tastes and preferences may affect skier visits at our mountain resorts.

Our success depends on our ability to attract skiers to our mountain resorts. Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing, and other social and demographic trends could adversely affect visitation at our mountain resorts. Furthermore, a reduction in average household income in some of the areas near our resorts, compared to historic levels, combined with the increasing cost of skiing, may make skiing unaffordable for a large percentage of that population. A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We operate on government land pursuant to the terms of governmental permits that may be revoked or not renewed.

We do not own all of the land on which we conduct our operations. Certain of our mountain resorts and CMH operate on federal or Crown land or land owned by other governmental entities pursuant to the terms of governmental permits, leases or other agreements. In many cases, the permits, leases or other agreements give the applicable agency, including the U.S. Forest Service, the right to review and comment on the construction of improvements in the applicable area and on certain other operational matters. Certain permits, leases or other agreements may also be terminated or modified by the applicable agency for specific reasons or in the event we fail to perform our obligations under the applicable permits, leases or other agreements. In addition, the permits, leases or other agreements may not be renewed. A termination or modification of any of our permits, leases or other agreements could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Finally, British Columbia may issue additional permits or licenses to third parties related to the land on which CMH operates, and such additional permits and licenses may deteriorate the heli-skiing experience at CMH and increase competition.

Our operations are subject to extensive laws, rules, regulations and policies administered by various federal, state, provincial and other governmental authorities.

Our operations are subject to a variety of federal, state, provincial and local laws and regulations, including those relating to lift operations, emissions to the air, discharges to water, storage, treatment and disposal of fuel, water and wastes, land use, remediation of contaminated sites and protection of the environment, natural resources and wildlife. We are also subject to worker health and safety laws and regulations. From time to time our operations are subject to inspections by environmental regulators or other regulatory agencies and are involved in certain remediation activities. Our efforts to comply with applicable laws and regulations do not eliminate the risk that we may be held

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liable for breaches of these laws and regulations, which may result in fines and penalties or subject us to claims for damages. Liability for any fines, penalties, damages or remediation costs, or changes in applicable laws or regulations, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our business is capital intensive.

We must regularly expend capital to construct, maintain and renovate our properties in order to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. We cannot always predict where capital will need to be expended in any fiscal year and capital expenditures can increase due to forces beyond our control. Further, we cannot be certain that we will have enough capital or that we will be able to raise capital by issuing equity or debt securities or through other financing methods on reasonable terms, if at all, to execute our business plan. A lack of available funds for capital expenditures could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

In addition, our ability to construct, maintain and renovate our properties is subject to a number of risks, including:

• construction delays or cost overruns, including those related to labor and materials;

• the requirement to obtain zoning, occupancy and other required permits or authorizations;

• governmental restrictions on the size or kind of development;

• force majeure events, including forest fires, avalanches, landslides, drought or hurricanes;

• design defects; and

• environmental concerns.

If we are not able to complete capital projects on schedule, or if our investments fail to improve the properties in the manner that we expect, our ability to compete effectively would be diminished and our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

We are dependent on significant infrastructure and equipment.

Our infrastructure and equipment, including lifts and helicopters, is costly to maintain, repair and replace and is susceptible to unscheduled maintenance. Much of our infrastructure and equipment will eventually need to be replaced or significantly repaired or modernized, which could result in interruptions to our business, particularly if a key lift at one of our mountain resorts were to require repair during a peak period. The potential interruptions and costs associated with lift replacements may be compounded by the fact there are a limited number of lift manufacturers and a significant portion of the lifts at North American mountain resorts were installed at approximately the same time, and thus may be due for replacement at approximately the same time. In certain cases, the cost of infrastructure or equipment repair or replacement may not be justified by the revenues at the applicable property. As a result, we may close a property, or reduce its offerings, if we determine that it is not cost efficient to replace, maintain or repair our infrastructure and equipment at the property.

Our future acquisitions or other growth opportunities may not be successful.

We actively evaluate potential acquisitions of, and investments in, businesses, properties or assets and we may actively pursue such opportunities from time to time, some of which could be significant. In addition, we intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships. The success of these strategies will depend, in part, on our ability to:

• identify suitable businesses, properties and assets;

• negotiate acquisition or other agreements on acceptable terms;

• complete the transactions within our expected time frame and budget;

• improve the results of operations of the acquired businesses and properties and successfully integrate their operations into our own; and

• respond to any concerns expressed by regulators, including antitrust or competition law concerns.

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We may fail to properly complete any or all of these steps. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do.

In addition to facing competition in identifying and consummating successful transactions, acquisitions and other transactions could involve significant risks, including:

• our over-valuation of acquired companies, properties or assets;

• delays in realizing or a failure to realize the benefits, revenues, cost savings and synergies that we anticipate;

• failure to retain key personnel or business relationships and maintain the reputation of the acquired company, property or asset;

• the potential impairment of acquired assets;

• insufficient, or no, indemnification for legal liabilities;

• the assumption of known or unknown liabilities and additional risks of the acquired businesses or properties, including environmental liabilities; and

• operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations.

We may not be able to obtain financing for acquisitions or other transactions on attractive terms, or at all, and the ability to obtain financing may be restricted by the terms of our outstanding indebtedness or other indebtedness we may incur. In addition, our competitors may be able to obtain financing on more attractive terms than us.

Steamboat is highly dependent on subsidized direct air service from major hub airports.

Most of Steamboat’s guests fly directly from large hub airports to the Yampa Valley Regional Airport, which is 25 miles from the resort. Each ski season, we enter into agreements with major airlines to fly these routes and provide the airlines with subsidies if passenger volume falls below certain pre-established levels. If the routes prove unprofitable to the airlines and any of these airlines decides to stop service to this airport, Steamboat’s skier visits would be materially adversely affected.

We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of information technology and systems, including technology and systems used for reservations, point of sale, e-commerce, accounting, procurement, administration and technologies we make available to our guests. We are currently in the process of updating or replacing many of these systems. Delays or difficulties in implementing these new or enhanced systems may keep us from achieving the desired results in a timely manner or at all. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and could decrease the quality of service that we offer to our guests.

Our future success depends on our ability to adapt our infrastructure to meet rapidly evolving consumer trends and demands and to respond to competitive service and product offerings. The failure to adopt new technologies and systems in the future may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Non-compliance with Payment Card Industry Data Security Standards (“PCI DSS”) may subject us to fines, penalties and civil liability.

We are subject to compliance with PCI DSS, an information security standard for organizations that handle cardholder information from major debit and credit card companies. Currently, we are not fully compliant with PCI DSS. We are currently taking steps to achieve compliance, but our efforts to comply with PCI DSS may result in significant expenses and our ongoing failure to fully comply with PCI DSS may subject us to fines, penalties and civil liability, and may result in the loss of our ability to accept debit and credit card payments or prohibit us from processing transactions through American Express, MasterCard, VISA and other card and payment networks. Even if we become compliant with PCI DSS or other applicable standards, we still may not be able to prevent security breaches involving customer transaction data.

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Failure to maintain the integrity of guest or employee data could result in damage to our reputation and subject us to fines, penalties and civil liability.

We collect and store personally identifiable information from guests and employees in the course of doing business and use it for a variety of business purposes, including marketing to our guests through various forms of media. State, provincial and federal governments have enacted laws and regulations to protect consumers and employees against identity theft, including laws governing treatment of personally identifiable information. The regulatory environment and increased threats to the data we store has increased our costs of doing business. Any failure on our part to implement appropriate safeguards or to detect and provide prompt notice of breaches or unauthorized access as required by applicable laws could result in damage to our reputation and subject us to fines, penalties and civil liabilities. If we are required to pay any significant amounts in satisfaction of claims under these laws, or if we are forced to cease our business operations for any length of time as a result of our inability to comply fully with any such law, our business, prospects, financial condition, results of operations and cash flows may be materially adversely affected.

Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of our brands could have an adverse impact on our business.

A negative public image or other adverse events could affect the reputation of one or more of our mountain resorts and other businesses or more generally impact the reputation of our company. If the reputation or perceived quality of our brands declines, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected. The unauthorized use of our trademarks could also diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect us. In addition, a negative public image or other adverse event occurring in an industry where we operate or a related industry may harm our reputation even if such image or event does directly relate to our brands or business.

We are subject to risks related to currency fluctuations.

We present our financial statements in United States dollars. Our operating results are sensitive to fluctuations in foreign currency exchange rates, as a significant portion of our revenues and operating expenses are transacted in Canadian dollars, principally at Tremblant and within our Adventure segment. During fiscal 2013, approximately 41.6% of our total revenues and 41.3% of our total operating expenses were denominated in Canadian dollars. A significant fluctuation in the Canada/U.S. exchange rate could therefore have a significant impact on our results of operations after translating our Canadian operations into United States dollars. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Discussion About Market Risk—Foreign Currency Fluctuations.”

Currency variations can also contribute to variations in sales at our mountain resorts and CMH because volatility in foreign exchange rates can impact our customers’ willingness to purchase lift passes or CMH packages. For example, an increase in the value of the Canadian dollar compared to the United States dollar or euro may make our CMH packages less attractive to American and European skiers, respectively.  

Certain circumstances may exist whereby our insurance coverage may not cover all possible losses and we may not be able to renew our insurance policies on favorable terms, or at all.

Although we maintain various property and casualty insurance policies and undertake safety and loss prevention programs to address certain risks, our insurance policies do not cover all types of losses and liabilities and in some cases may not be sufficient to cover the ultimate cost of claims which exceed policy limits. If we are held liable for amounts exceeding the limits of our insurance coverage or for claims outside the scope of our coverage, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

In addition, we may not be able to renew our current insurance policies on favorable terms, or at all. Our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected if we or other companies within or outside our industry sustain significant losses or make significant insurance claims.

We are subject to litigation in the ordinary course of business and related to our legacy real estate development activities.

We are involved in various lawsuits and claims that may include, among other things, claims or litigation relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to our real

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estate activities, labor and employment, intellectual property and environmental matters, and commercial contract disputes. For example, we are, from time to time, subject to various lawsuits and claims related to injuries occurring at our properties, including due to the use, operation or maintenance of our trails, lifts, aircraft and other facilities.

In addition, we are a defendant in lawsuits related to our pre-2010 legacy real estate construction- and sales-phase development activities, including claims related to alleged construction defects and alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures. Any such claims, regardless of merit, are time consuming and expensive to defend and could divert management’s attention and resources and may materially adversely affect our reputation, even if resolved in our favor. Accordingly, the outcome or existence of current or future litigation may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We depend on a seasonal workforce.

We recruit year-round to fill thousands of seasonal positions. Because much of this hiring is done months in advance of the start of the applicable season, we may not be able to accurately predict our staffing needs. In addition, we may not be able to recruit and hire adequate seasonal personnel or hire such personnel at costs consistent with our costs in prior years. This risk is heightened in periods of economic strength, as the market for seasonal labor may become more competitive.

If we do not retain our key personnel or maintain adequate succession plans, our business may suffer.

The success of our business depends, in part, on our senior management, including our chief executive officer, William Jensen, and the development of adequate succession plans. The departure of any key member of the management team and the failure to maintain an adequate succession plan could adversely affect our business and the trading price of our common stock.

We are subject to risks associated with our workforce.

We are subject to various federal, state and provincial laws governing matters such as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. Our operations in Canada are also subject to laws that may require us to make severance or other payments to employees upon their termination. In addition, we are continuing to assess the impact of U.S. federal healthcare reform law and regulations on our healthcare benefit costs, which will likely increase the amount of healthcare expenses paid by us. Immigration law reform could also impact our workforce because we recruit and hire foreign nationals as part of our seasonal workforce. If our labor-related expenses increase, our operating expenses could increase and our business, financial condition and results of operations could be harmed.

From time to time, we have also experienced non-union employees attempting to unionize. While only a small portion of our employees are unionized at present, we may experience additional union activity in the future. In addition, future legislation could make it easier for unions to organize and obtain collectively bargained benefits, which could increase our operating expenses and negatively affect our business, prospects, financial condition, results of operations and cash flows.

Our real estate development strategy may not be successful.

Our real estate development activities are focused on designing strategies for the development of the land surrounding the base areas of our mountain resorts. Prior to 2010, we were actively engaged in the development of residential real estate, primarily in the United States and Canada. Since 2010, our real estate development activities have been limited to the preservation of core development parcels located at our resorts and, more recently, designing strategies for the future development of this land. Our ability to implement any of these strategies and realize the anticipated benefits of future real estate development projects is subject to a number of risks, including:

• lack of improvement, or deterioration, in real estate markets;

• difficulty in selling units or the ability of buyers to obtain necessary funds to close on units;

• escalation in construction costs due to price increases in commodities, unforeseen conditions, inadequate designs or other causes;

• work stoppages and inadequate internal resources to manage projects;

• shortages in building materials;

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• difficulty in financing real estate development projects; and

• difficulty in receiving necessary regulatory approvals.

If these projects are not implemented, in addition to not realizing intended profits from the real estate developments and sales from ancillary products, our guests may choose to go to other resorts that they perceive to have  better residential offerings, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, even if we increase the number of units or beds at our mountain resorts, the projects may not be successful and we may be unable to realize incremental visitor growth or profits.

CMH is dependent on Alpine Helicopters.

In January 2013, we restructured our Alpine Helicopters business to comply with Canadian foreign ownership regulations governing aviation flight services in Canada. The restructuring involved the formation of a new flight services company, Alpine Helicopters. We own a 20% equity interest in Alpine Helicopters and the remaining 80% is held in trust for the benefit of the management and employees of Alpine Helicopters, including the pilots and crew members that support our helicopter operations. We consolidate Alpine Helicopters for GAAP purposes because we are the primary beneficiary.

Alpine Helicopters employs all the pilots who fly the helicopters in the CMH land tenures. As a result of its reliance on Alpine Helicopters, CMH’s business and operations would be negatively affected if Alpine Helicopters were to experience significant disruption affecting its ability to provide helicopter services to CMH. The partial or complete loss of Alpine Helicopter’s services, or a significant adverse change in our relationship with Alpine Helicopters, could result in lost revenue and added costs and harm the image and reputation of CMH as well as negatively impact the CMH guest experience.

Pursuant to a shareholders agreement, we may be required to purchase Blue Mountain Resorts Holdings Inc.’s equity interest in Blue Mountain Resorts Limited.

We and Blue Mountain Holdings each own a 50% equity interest in Blue Mountain Resorts Limited. Pursuant to a shareholders agreement, we have granted Blue Mountain Holdings a put option pursuant to which Blue Mountain Holdings may, subject to certain limitations, sell to us (i) all of its equity interest in Blue Mountain Resorts Limited or (ii) between 10% and 25% of the total amount of the outstanding equity of Blue Mountain Resorts Limited. In both cases, we would be required to purchase the equity interest at 90% of its fair market value. We may not have sufficient cash available to purchase the equity interest if the put option is exercised and we may be required to obtain financing to fund the purchase. Such financing may be unavailable, or only available on unattractive terms. Accordingly, the exercise of the put right by Blue Mountain Holdings may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Climate change may adversely impact our results of operations.

There is a growing political and scientific consensus that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. The effects of climate change, including any impact of global warming, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Warmer overall temperatures and other effects of climate change may adversely affect skier visits and our revenue and profits. In addition, a steady increase in global temperatures could shorten the ski season. Changes to the amount of snowfall and differences in weather patterns may increase our snowmaking expense, inhibit our snowmaking capabilities and negatively impact skier perceptions of the ski season. 

We may be required to further write down our assets.

Under GAAP, if we determine goodwill, intangible assets or real estate held for development are impaired, we are required to write down these assets and record a non-cash impairment charge. As of September 30, 2013, we had goodwill of $94.6 million, intangible assets of $64.5 million and real estate held for development of $154.6 million. Intangible assets consist primarily of permits and licenses, trademarks and tradenames and customer relationships.

We had impairment charges on goodwill, intangible assets and real estate held for development of $149.5 million, $12.5 million and $1.2 million in fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.6 million in the three months ended September 30, 2012 and 2013, respectively. Determining whether an impairment exists and the amount of the potential impairment involves quantitative data and qualitative criteria that are based on estimates

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and assumptions requiring significant management judgment. Future events or new information may change management’s valuation of goodwill, intangible assets or real estate held for development in a short amount of time. The timing and amount of impairment charges recorded in our consolidated statements of operations and write-downs recorded in our consolidated balance sheets could vary if management’s conclusions change. Any impairment of goodwill, intangible assets or real estate held for development could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. 

We have underfunded pension obligations.

As of September 30, 2013, we had underfunded pension plan liabilities in frozen pension plans in the amount of $35.6 million. Significant changes in the market values of the investments held to fund the pension obligations or a change in the discount rate used to measure these pension obligations may result in a significant increase or decrease in the valuation of these pension obligations, and these changes may affect the net periodic pension cost in the year the change is made and in subsequent years. We may not generate sufficient cash flow to satisfy these obligations. Any inability to satisfy these pension obligations could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We may not be able to fully utilize our net operating loss carryforwards. 

We have recorded a full valuation allowance against these net operating loss carryforwards because we believe that uncertainty exists with respect to the future realization of the loss carryforwards as well as with respect to the amount of the loss carryforwards that will be available in future periods. In addition, these loss carryforwards may be reduced as a result of the Restructuring. To the extent available, we intend to use these net operating loss carryforwards to offset future taxable income associated with our operations. There can be no assurance that we will generate sufficient taxable income in the carryforward period to utilize any remaining loss carryforwards before they expire.

In addition, Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), contains rules that limit for U.S. federal income tax purposes the ability of a company that undergoes an “ownership change” to utilize its net operating losses and certain other tax attributes existing as of the date of such ownership change. Under these rules, such an ownership change is generally an increase in ownership by one or more “five percent shareholders,” within the meaning of Section 382 of the Code, of more than 50% of a company’s stock, directly or indirectly, within a rolling three-year period. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, or if one has already occurred, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which could have a negative effect on our financial results. While we believe that we have not undergone such an ownership change as of the date hereof, because such an event is outside of our control, no assurance can be given that an ownership change has not already occurred or that this offering (or subsequent transactions) will not result in an ownership change. Any future offerings of equity securities by us or sales of common stock by the Initial Stockholders would increase the likelihood that we undergo an “ownership change” within the meaning of Section 382 of the Code. If an ownership change occurs, the annual utilization of our net operating loss carryforwards and certain other tax attributes may be materially and adversely affected. Upon completion of this offering, our ability to raise future capital by issuing common stock without causing an ownership change may be materially limited.

The Restructuring will reduce our tax attributes.

As a result of the Restructuring, we expect to realize a significant amount of cancellation of debt (“COD”) income. While we do not believe this COD income will result in an immediate tax liability, we will be required to reduce certain of our tax attributes, including, potentially, our net operating loss carryforwards and the tax basis of our assets. These reductions could result in fewer of our net operating losses being available to offset future taxable income associated with our operations, and could increase the gain (or decrease the loss) that we realize on future dispositions of our assets. Accordingly, such reductions could increase our taxable income, or decrease our taxable loss, in future years.

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If we are unable to successfully remediate material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

In connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P., our auditors noted several significant deficiencies in our controls, principally as a result of our financial reporting system and accounting resources not being adequate for a public reporting company of our size and complexity. Due to the aggregate amount of significant deficiencies noted across our information technology systems and the risk of unauthorized access to financial reporting systems, as well as the lack of resources that existed within our financing and accounting function required to record complex and non-routine transactions in a timely manner, our management believes that the combination of significant deficiencies constitute a material weakness in internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

We have incurred, and expect to continue to incur, significant costs to remediate the deficiencies identified in connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P. To date, we have hired several senior information technology professionals and additional personnel with public company financial reporting expertise. We have also begun evaluating and implementing system upgrades as well as further developing and documenting our accounting policies and financial reporting procedures. We cannot assure you, however, that these or other measures will fully remediate the deficiencies or material weakness described above. We also cannot assure you that we have identified all of our existing significant deficiencies and material weaknesses, or that we will not in the future have additional significant deficiencies or material weaknesses.

Neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act. Commencing with our annual report on Form 10-K for fiscal 2015, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement. It is possible that, had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act in connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P., additional significant deficiencies and material weaknesses may have been identified.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we fail to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Furthermore, if we are unable to conclude that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets. 

Risks Related to Our Organization and Structure

If the ownership of our common stock continues to be highly concentrated and certain stockholders maintain a right to nominate up to a majority, plus two, of our directors, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the completion of this offering, the Initial Stockholders will beneficially own approximately       % of our outstanding common stock or       % if the underwriters’ option to purchase additional shares is fully exercised. As a result, the Initial Stockholders will beneficially own shares sufficient for the majority vote over all matters requiring a stockholder vote, including:

• the election of directors;

• mergers, consolidations and acquisitions;

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• the sale of all or substantially all of our assets and other decisions affecting our capital structure;

• the amendment of our certificate of incorporation and our bylaws; and

• our winding up and dissolution.

In addition, pursuant to the Stockholders Agreement, Fortress and certain of its affiliates and permitted transferees may designate directors for nomination and election to our board of directors. Pursuant to these provisions, Fortress and certain of its affiliates and permitted transferees have the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long such stockholders continue to beneficially own, in the aggregate, directly or indirectly, at least         % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders) and certain other conditions are met.

This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of the Initial Stockholders may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of us. Also, the Initial Stockholders may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control. In addition, this concentration of share ownership and the ability of Fortress and certain of its affiliates and permitted transferees to appoint up to a majority of the members of our board of directors, plus two directors, may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Principal and Selling Stockholders” and “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Our Amended and Restated Bylaws.”

We do not anticipate paying dividends on our common stock.

Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant. Our debt agreements limit our ability to pay dividends.

Because we are a holding company, our ability to pay cash dividends on our common stock will depend on the receipt of dividends or other distributions from our subsidiaries. Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Until such time that we pay a dividend, our investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Future offerings of equity securities by us or sales of our common stock by our Initial Stockholders may adversely affect us.

In the future, we may issue additional shares of our common stock or other equity securities in connection with financing transactions or acquisitions. Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. See “Description of Capital Stock.”

In addition, any issuances of stock by us or sales of stock by the Initial Stockholders would increase the likelihood that we undergo, or may cause, an “ownership change” within the meaning of Section 382 of the Code. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which

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could have a negative effect on our liquidity. No assurance can be given that any such stock issuance or sale will not cause us to undergo an ownership change within the meaning of Section 382 of the Code. The Initial Stockholders’ interests may differ from our interests or the interests of our other stockholders and the Initial Stockholders may decide to sell shares of stock following this offering, even if such sale would not be favorable to us or our other stockholders or would result in us undergoing an “ownership change” within the meaning of Section 382 of the Code.

Certain provisions of the Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

The Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors or Fortress. These provisions provide for:

• a classified board of directors with staggered three-year terms;

• removal of directors only for cause and only with the affirmative vote of at least          % of the voting interest of stockholders entitled to vote (provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least          % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders), directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);

• provisions in our restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least      % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders), any stockholders that collectively beneficially own at least      % of our issued and outstanding common stock may call special meetings of our stockholders);

• advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;

• certain rights to Fortress and certain of its affiliates and permitted transferees with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as Fortress and certain of its affiliates and permitted transferees continue to beneficially own, directly or indirectly at least       % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders) and certain other conditions are met. See “Certain Relationships and Related Party Transactions—Stockholders Agreement;”

• no provision in our restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;

• our restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least       % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders), our stockholders may act without a meeting by written consent of a majority of our stockholders; and

• under our restated certificate of incorporation, our board of directors has the authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Fortress, our management or our board of directors. Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even

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if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws.”

Fortress and its affiliates have the right to engage or invest in the same or similar businesses as us and the corporate opportunity provisions in our restated certificate of incorporation could enable Fortress and certain stockholders to benefit from corporate opportunities that might otherwise be available to us.

Fortress has other investments and business activities in addition to their ownership of us, including in the industries in which we operate. Fortress or its affiliates, including the Initial Stockholders, have the right, and have no duty to abstain from exercising such right, to engage or invest in the same or similar businesses as us, do business with any of our customers or vendors or employ or otherwise engage any of our officers, directors or employees.

Under our restated certificate of incorporation, if Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates. In addition, we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities and in the event that any of our directors and officers who is also a director, officer or employee of any of Fortress or its affiliates, including the Initial Stockholders, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of Fortress or its affiliates, including the Initial Stockholders, pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.

Our restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. 

Pursuant to our restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants. In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our restated certificate of incorporation will provide that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Our restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provision. The forum selection clause in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Risks Related to our Indebtedness

The New Credit Agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

The New Credit Agreement contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends and make other distributions and restricted payments, make certain loans, acquisitions and other investments, enter into agreements restricting our subsidiaries’ ability to pay dividends, engage in certain transactions with stockholders or affiliates, sell certain assets or engage in mergers, acquisitions and other business combinations, amend or otherwise alter the terms of our subordinated indebtedness and create liens. The New Credit Agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests in order to incur certain additional debt, make certain loans, acquisitions or other investments, or pay dividends or make other distributions or restricted payments. Our ability and the ability of

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our subsidiaries to comply with these and other provisions of our debt agreements is dependent on our future performance, which will be subject to many factors, some of which are beyond our control. The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions. Variable rate indebtedness subjects us to the risk of higher interest rates, which could cause our future debt service obligations to increase significantly.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

Following this offering, we will be significantly leveraged. As of September 30, 2013, our total indebtedness on a pro forma basis after giving effect to the Pro Forma Transactions was $584.5 million. Our significant leverage could have important consequences, including the following: (i) a substantial portion of our cash flow from operations will be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes in the future may be limited; (iii) certain of our borrowings are at variable rates of interest, which increase our vulnerability to increases in interest rates; (iv) we will be at a competitive disadvantage to lesser leveraged competitors; (v) we may be unable to adjust rapidly to changing market conditions; (vi) the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations; and (vii) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the international banking and capital markets.

Risks Related to this Offering

An active trading market for our common stock may never develop or be sustained.

Although we intend to apply to have our common stock approved for listing on the NYSE, an active trading market for our common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our common stock does not develop or is not maintained, the liquidity of our common stock, your ability to sell your shares of common stock when desired and the prices that you may obtain for your shares of common stock will be adversely affected.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The initial public offering price of our common stock will be determined by negotiation among us, the selling stockholder and the representatives of the underwriters based on a number of factors and may not be indicative of prices that will prevail in the open market following completion of this offering. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

• quarterly variations in our operating results;

• operating results that vary from the expectations of securities analysts and investors;

• change in valuations;

• changes in the industries in which we operate;

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• announcements by us or companies in our industries of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments, plans, prospects, service offerings or operating results;

• additions or departures of key personnel;

• future sales of our securities;

• other risk factors discussed herein; and

• other unforeseen events.

Stock markets in the United States have experienced extreme price and volume fluctuations. Market fluctuations, as well as general political and economic conditions such as acts of terrorism, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our common stock.

The unaudited pro forma condensed consolidated financial information does not purport to be indicative of what our actual results of operations and financial condition would have been or will be.

The unaudited pro forma condensed consolidated financial information included in this prospectus is for illustrative and informational purposes only and does not necessarily reflect our results of operations or financial condition had the Pro Forma Transactions occurred at an earlier date. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project our future results of operations and financial condition.

In addition, the pro forma condensed consolidated statement of operations excludes certain non-recurring items that we expect to incur in connection with the Pro Forma Transactions, including costs related to legal, accounting and consulting service. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

After this offering, there will be                  shares of common stock outstanding, or                  shares outstanding if the underwriters exercise their option to purchase additional shares in full. Of our issued and outstanding shares, all the common stock sold in this offering will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933 (the “Securities Act”). Following completion of the offering, approximately       % of our outstanding common stock (or       % if the underwriters exercise their option to purchase additional shares in full) will be held by the Initial Stockholders and, subject to the lock-up restrictions described below, can be resold into the public markets in the future in accordance with the requirements of Rule 144. See “Shares Eligible For Future Sale.”

We and our executive officers, directors and the Initial Stockholders have agreed with the underwriters that, subject to certain exceptions, for a period of       days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of common stock, or cause a registration statement covering any common stock to be filed, without the prior written consent of           . See “Underwriting.”

Pursuant to the Stockholders Agreement, the Initial Stockholders, certain of their affiliates and permitted third party transferees have the right, in certain circumstances, to require us to register their approximately shares of our common stock under the Securities Act for sale into the public markets. All shares sold pursuant to the registration statement will be freely transferable. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

The market price of our common stock may decline significantly when the restrictions on resale by our Initial Stockholders lapse. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share issued and outstanding immediately after this offering. Investors who purchase common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per

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share of common stock immediately prior to this offering. If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $         in the pro forma as adjusted net tangible book value per share, based upon the initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). See “Dilution.”

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

Our management currently intends to use the net proceeds to us from this offering in the manner described under “Use of Proceeds” and will have broad discretion in the application of the net proceeds to us from this offering. The failure by our management to apply these funds effectively could affect our ability to operate and grow our business.

As a public company, we will incur additional costs and face increased demands on our management.

As a newly public company with shares listed on a U.S. exchange, will need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulations of the SEC and requirements of the NYSE. We expect these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, as a result of becoming a public company, we intend to add independent directors and create additional board committees. In addition, we may incur additional costs associated with our public company reporting requirements and maintaining directors’ and officers’ liability insurance. We are currently evaluating and monitoring developments with respect to these rules, which may impose additional costs on us and have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. 

We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of exemptions from various requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company, which may be for as long as five years following our initial public offering. We cannot predict if investors will find our common stock less attractive because our independent auditors will not have attested to the effectiveness of our internal controls. If some investors find our common stock less attractive as a result of our independent auditors not attesting to the effectiveness of our internal controls or other exemptions of which we plan to take advantage, there may be a less active trading market for our common stock.

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Forward-Looking Statements

Some of the information contained in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere in this prospectus may contain forward-looking statements that reflect our current views with respect to, among other things, future events and financial performance. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this prospectus are based upon our historical performance and our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, Fortress, the selling stockholder, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to:

• a prolonged weakness in general economic conditions;

• lack of adequate snowfall and unfavorable weather conditions;

• adverse events that occur during our peak operating periods combined with the seasonality of our business;

• the occurrence of natural disasters;

• the high fixed cost structure of our business;

• a disruption in our water supply;

• increased competition in the industries in which we operate;

• risks related to the fact that we are not the sole property manager at our developments;

• changes in consumer tastes and preferences;

• the loss of or inability to renew our governmental permits and leases;

• risks related to federal, state and provincial government laws, rules and regulations;

• the capital intensive nature of our business;

• our dependence on infrastructure and equipment;

• our ability to integrate and successfully realize anticipated benefits of acquisitions and future acquisitions;

• Steamboat’s dependence on subsidized direct air service from major hub airports;

• risks related to our reliance on information technology;

• implications arising from non-compliance with PCI DSS;

• our failure to maintain the integrity of our guest or employee data;

• a deterioration in the quality or reputation of our brands;

• currency risks;

• risks related to our insurance coverage;

• adverse consequences of current or future legal claims;

• our ability to hire and retain a sufficient seasonal workforce;

• loss of key personnel;

• risks related to our workforce, including implications arising from various federal, state and provincial laws that govern our workforce;

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• our ability to complete our real estate development projects and achieve the anticipated financial benefits from such projects;

• a partial or complete loss of Alpine Helicopters’ services, or a significant adverse change in our relationship with Alpine Helicopters;

• the reduction of our tax attributes as a result of the Restructuring;

• the effects of climate change;

• impairments or write downs of our assets;

• our ability to fund our pension obligations;

• our inability to fully utilize our net operating loss carryforwards;

• our ability to successfully remediate significant deficiencies in our internal control over financial reporting;

• the requirement that we must purchase an additional equity interest in Blue Mountain Resorts Limited if our co-owner exercises their put option; and

• competition with similar businesses owned by Fortress and its affiliates and the loss of corporate opportunities due to the corporate opportunity provisions in our restated certificate of incorporation.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this prospectus that could cause actual results to differ before making an investment decision to purchase our common stock. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or revise any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.

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Use of Proceeds

The net proceeds to us from the sale of the         shares of common stock offered by us hereby are estimated to be approximately $          million, after deducting the estimated underwriting discounts and offering expenses payable by us. Our net proceeds will increase by approximately $           million if the underwriters’ option to purchase additional shares is exercised in full. We will not receive any proceeds from the sale of our common stock by the selling stockholder, including any shares sold by the selling stockholder pursuant to the underwriters’ option to purchase additional shares. We have no specific plan for the net proceeds to us from this offering and intend to use such proceeds for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets. No material acquisitions are probable at this time.

Our management will have broad discretion over the use of the net proceeds to us from this offering and investors will be relying on the judgment of our management regarding the application of these proceeds. Pending their use, we plan to invest the net proceeds to us from this offering in short term, interest bearing obligations, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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   Capitalization

The following table sets forth cash and cash equivalents and capitalization of Cayman L.P. as of September 30, 2013 on an actual basis, and our cash and cash equivalents and capitalization as of September 30, 2013 on (i) a pro forma basis to give effect to the Pro Forma Transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information” and (ii) on a pro forma as adjusted basis to give effect to the Pro Forma Transactions as well as the sale of         shares of common stock by us in this offering at an assumed initial public offering price of $        per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), after deducting the underwriting discount and estimated offering expenses payable by us.

This table should be read in conjunction with “Selected Historical Consolidated Financial and Operating Information,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the interim consolidated financial statements of Cayman L.P. and related notes included elsewhere in this prospectus.

	As of September 30, 2013
	Historical			Pro Forma			Pro Forma As Adjusted
	(in thousands)
Cash and cash equivalents	$	44,860		$	59,098		$
Long-term debt (including current portion):
Third-party long-term debt (including current portion)	$	607,553		$	584,526		$
Notes payable to partners		1,426,350			—			—
Total long-term debt (including current portion)		2,033,903			584,526
Capital:
Partners’ (deficit) capital		(1,288,811	)		—			—
Common stock, par value $0.01 per share; authorized — 43,000,000 shares, pro forma;        shares, pro forma as adjusted; issued and outstanding — 43,000,000 shares, pro forma;         shares, pro forma as adjusted		—			430
Additional paid-in capital		—			157,795
Accumulated other comprehensive income		158,500			158,500
Non-controlling interest		(330	)		(330	)
Total capital		(1,130,641	)		316,395
Total capitalization	$	903,262		$	900,921		$

Each $1.00 increase (decrease) in the assumed initial public offering price of $           per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), would increase (decrease) cash and cash equivalents and total capital by $           million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

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Dilution

If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock upon consummation of this offering. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities divided by the number of shares of common stock then issued and outstanding.

Our net tangible book value as of September 30, 2013 was approximately $            , or approximately $         per share based on             shares of common stock issued and outstanding as of such date after giving effect to the         -for-1 stock split of our common stock.

After giving effect to the Pro Forma Transactions, our pro forma net tangible book value as of September 30, 2013 would have been approximately $            , or approximately $         per share.

After giving effect to the Pro Forma Transactions as well as our sale of common stock in this offering at an initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), our pro forma as adjusted net tangible book value as of September 30, 2013 would have been approximately $            , or approximately $         per share (assuming no exercise of the underwriters’ option to purchase additional shares). This represents an immediate and substantial dilution of $         per share to new investors purchasing common stock in this offering. Sales of shares by the selling stockholder in this offering do not affect our net tangible book value. The following table illustrates this dilution per share:

Assumed initial public offering price per share		$
Net tangible book value per share as of September 30, 2013	$
Decrease in net tangible book value per share as of September 30, 2013 attributable to the Pro Forma Transactions
Increase in net tangible book value per share attributable to this offering
Pro forma as adjusted net tangible book value per share after giving effect to the Pro Forma Transactions as well as this offering
Dilution per share to new investors in this offering

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value by approximately $            , or approximately $          per share, and the dilution to new investors in this offering by approximately $         per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and estimated offering expenses payable by us.

The following table summarizes, as of September 30, 2013 on a pro forma basis for the Pro Forma Transactions as well as this offering, the differences between the number of shares of common stock purchased from us and the total price and the average price per share paid by existing stockholders and by the new investors in this offering, before deducting the underwriting discounts and estimated offering expenses payable by us, at an assumed initial public offering price of $         per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

	Shares Purchased				Total Consideration				Average Price per Share
	Number	Percent			Amount	Percent
	(in thousands)				(in thousands)
Existing stockholders				%				%	$
New investors
Total			100	%		$	100	%	$

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A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors and average price per share paid by new investors by $         and $1.00 per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) total consideration paid by new investors and average price per share paid by new investors by $         and $         per share, respectively.

The sale of             shares of our common stock to be sold by the selling stockholder in this offering will reduce the number of shares of our common stock held by existing stockholders to             shares, or            % of the total shares outstanding, and will increase the number of shares of our common stock held by new investors to             shares, or            % of the total shares of our common stock outstanding.

If the underwriters’ option to purchase additional shares is fully exercised, pro forma as adjusted net tangible book value per share after giving effect to the Pro Forma Transactions as well as this offering would be approximately $         per share and the dilution to new investors per share after this offering would be approximately $         per share. Furthermore, the percentage of our shares held by existing stockholders after the sale of shares by the selling stockholder would decrease to approximately          % and the percentage of our shares held by new investors would increase to approximately          %, based on             shares of common stock outstanding as of September 30, 2013, after giving effect to the         -for-1 stock split, the Pro Forma Transactions and this offering.

The pro forma information discussed above is for illustrative and informational purposes only. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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Dividend Policy

We do not currently anticipate paying dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant. Certain of our debt agreements limit our ability to pay dividends. See “Description of Certain Indebtedness.”

Because we are a holding company, our ability to pay cash dividends on our common stock will depend on the receipt of dividends or other distributions from our subsidiaries. Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

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Selected Historical Consolidated Financial and Operating Information

The following selected historical consolidated financial information for the years ended June 30, 2011, 2012 and 2013 and as of June 30, 2012 and 2013 has been derived from the audited consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

The following selected historical consolidated financial information for the three months ended September 30, 2012 and 2013 and as of September 30, 2013 has been derived from the unaudited interim consolidated financial statements of Cayman L.P. included elsewhere in this prospectus. In our opinion, such unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements of Cayman L.P. and reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position of Cayman L.P. Results as of and for the three months ended September 30, 2013 are not necessarily indicative of results that may be expected for the entire year.

Prior to the collapse in the housing markets in late 2007 and the global financial crisis that followed, we were actively engaged in large scale development and sales of resort real estate, primarily in North America. In light of the then prevailing market conditions, we ceased new development activities in late 2009. As a result, we were left with a portfolio of real estate assets, high leverage levels and litigation initiated by purchasers of resort real estate seeking to rescind their purchase obligations or otherwise mitigate their losses. This confluence of factors had a material impact on our consolidated financial results for the fiscal periods presented below. Through a series of debt refinancings, cost saving initiatives and divestitures of non-core assets, we believe we have streamlined our operations. As of September 30, 2013, we have divested substantially all of our legacy real estate assets and have settled the majority of litigation claims stemming from our pre-2010 development and sales activities. Although the effects of our pre-2010 legacy real estate development and sales activities on our consolidated financial results will continue in future periods, we expect that these effects will continue to diminish over time. After giving effect to the Refinancing and the Restructuring, we believe our financial results in future periods will be materially different from those reflected in the historical consolidated financial information of Cayman L.P. appearing in this prospectus.

You should read the following selected historical consolidated financial and operating information in conjunction with the information appearing under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus, and in conjunction with the consolidated financial statements of Cayman L.P. and the related notes appearing elsewhere in this prospectus.

	Historical
	Year Ended June 30,									Three Months Ended September 30,
	2011(1)			2012			2013			2012			2013
		(in thousands)
Statement of Operations Data:
Revenues
Mountain	$	322,194		$	310,765		$	339,003		$	33,259		$	33,305
Adventure		96,693			109,496			113,622			29,047			22,617
Real Estate		61,165			61,439			64,726			15,148			13,250
Total reportable segment revenues		480,052			481,700			517,351			77,454			69,172
Legacy, non-core and other(2)		79,471			31,747			7,056			1,741			11,389
Total revenues		559,523			513,447			524,407			79,195			80,561
Operating expenses(2)		504,005			453,187			448,944			101,179			104,196
Depreciation and amortization		76,371			57,655			58,342			14,653			13,145
Loss (gain) on disposal of assets(1)		26,196			9,443			12,448			1,210			(236	)
Impairment of long-lived assets		12,140			782			143			—			—
Impairment of real estate		73,230			8,137			1,052			62			633
Goodwill impairment		64,097			3,575			—			—			—
Income (loss) from operations		(196,516	)		(19,332	)		3,478			(37,909	)		(37,177	)
Interest income		9,162			7,467			6,630			1,637			1,632
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)		(35,006	)		(16,464	)
Interest expense on notes payable to partners		(160,943	)		(195,842	)		(236,598	)		(55,371	)		(67,105	)
Earnings (loss) from equity method investments(3)		8,299			538			(5,147	)		(91	)		(1,591	)
Gain on disposal of equity method investments(1)		—			—			18,923			—			—
Loss on extinguishment of debt(4)		—			—			(11,152	)		—			—

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	Historical
	Year Ended June 30,									Three Months Ended September 30,
		2011(1)			2012			2013		2012			2013
		(in thousands, except operating statistics)
Other income (expense), net(5)	$	(2,021	)	$	1,199		$	1,973		$	402		$	(172	)
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)		(126,338	)		(120,877	)
Income tax (benefit) expense		6,555			(5,836	)		(23,616	)		972			701
Loss from continuing operations		(492,037	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss from discontinued operations, net of tax		(6,469	)		—			—			—			—
Net loss		(498,506	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757			34			(436	)
Net loss attributable to Cayman L.P.		(498,867	)		(336,063	)		(295,957	)		(127,276	)		(122,014	)
Net loss attributable to general partner		—			—			—			—			—
Net loss attributable to limited partners	$	(498,867	)	$	(336,063	)	$	(295,957	)	$	(127,276	)	$	(122,014	)
Weighted average units outstanding, basic and diluted		1,348,253			1,348,412			1,350,412			1,350,253			1,352,253
Loss per unit, basic and diluted:
Loss from continuing operations attributable to Cayman L.P.	$	(365.21	)	$	(249.23	)	$	(219.16	)	$	(94.26	)	$	(90.23	)
Loss from discontinued operations		(4.80	)		—			—			—			—
Net loss attributable to limited partners	$	(370.01	)	$	(249.23	)	$	(219.16	)	$	(94.26	)	$	(90.23	)
Key Business Metrics Evaluated by Management:
Mountain
Skier Visits(6)		3,192,388			2,758,970			3,146,119			—			—
Mountain Segment Revenue Per Visit(7)	$	100.93		$	112.64		$	107.75			—			—
ETP(8)	$	43.34		$	47.65		$	45.92			—			—
Adventure
CMH Guest Nights(9)		34,479			37,829			36,237			2,605			2,956
CMH RevPGN(10)	$	1,670		$	1,650		$	1,693		$	1,426		$	1,253
Cash Flow Data:
Net cash provided by (used in) operating activities	$	21,140		$	43,390		$	41,765		$	(5,296	)	$	384
Net cash provided by (used in) investing activities	$	514,497		$	(21,286	)	$	105,407		$	(4,344	)	$	(14,543	)
Net cash used in financing activities	$	(572,797	)	$	(41,518	)	$	(133,683	)	$	(395	)	$	(1,679	)

	Historical
	As of June 30,				As of
	2012		2013		September 30, 2013
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	46,908	$	59,775	$	44,860
Real estate held for development(11)	$	193,806	$	164,916	$	154,645
Total assets	$	1,342,793	$	1,121,600	$	1,132,357
Third party long-term debt (including current portion)(12)	$	736,081	$	588,863	$	607,553
Notes payable to partners (including current portion)	$	1,109,005	$	1,358,695	$	1,426,350
Total long-term debt (including current portion)	$	1,845,086	$	1,947,558	$	2,033,903

(1) Includes the operations of Whistler Blackcomb prior to their divestiture in November 2010. We sold our interest in the assets of Whistler Blackcomb to Whistler Holdings in November 2010 and recognized a loss of $24.4 million. As part of the sale proceeds, we received an equity investment of approximately 24% in Whistler Holdings. Fiscal 2011 includes legacy, non-core and other revenues, expenses and depreciation and amortization of $38.6 million, $51.1 million and $10.7 million, respectively, related to Whistler Blackcomb. In December 2012, we sold our investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition.

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(2) See notes 6(f) and 6(g) under “Prospectus Summary – Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information.” See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legacy, Non-Core and Other Items.”

(3) See note 6(b) under “Prospectus Summary – Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information.”

(4) Fiscal 2013 represents the loss recognized in the extinguishment of our senior debt facility in December 2012.

(5) Other income (expense), net, primarily includes gains or losses on currency rate fluctuations and other non-operating expenses that management does not believe are representative of the underlying performance of our ongoing operations.

(6) A Skier Visit represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts for any part of one day.

(7) Mountain Segment Revenue Per Visit is defined as total revenue of our Mountain segment for a given period divided by total Skier Visits during such period.

(8) ETP is calculated by dividing lift revenue for a given period by total Skier Visits during such period.

(9) CMH Guest Nights represents the number of paid nights skiing or hiking guests spend at our CMH lodges for a given period.

(10) CMH RevPGN is total CMH revenue for a given period divided by the total number of CMH Guest Nights during such period.

(11) Real estate held for development includes land and infrastructure assets, net of impairments to fair value, intended to be used in the future development of real estate assets for sale and amenity enhancement at our resorts.

(12) Effective September 30, 2013, we and the Winter Park Recreational Association agreed to amend the lease under which we operate Winter Park Resort. Pursuant to the amendment, a contingency clause in which total rental payments could not exceed “cash flow for annual payment” was removed. The elimination of the contingency requires us to make annual rental payments of a minimum of $2.0 million until the end of the initial lease term, July 1, 2052, regardless of future cash flows, thus changing the future minimum lease payments. The amendment required a modification of the lease asset and lease obligation as the present value of the future minimum lease payments under the amendment is different from the minimum lease payments under the original agreement. The total increase in the lease obligation, based on a net present value of future payments, was $19.6 million.

42

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information consists of unaudited pro forma condensed consolidated statements of operations for the year ended June 30, 2013 and for the three months ended September 30, 2013, and an unaudited pro forma condensed consolidated balance sheet as of September 30, 2013. The unaudited pro forma condensed consolidated financial information has been derived by application of pro forma adjustments to the historical consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

Intrawest Resorts Holdings, Inc was formed on August 30, 2013, and had not, prior to the completion of the Restructuring, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. In December 2013, through a series of restructuring transactions, Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of the Company.

The unaudited pro forma condensed consolidated statements of operations give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or had become effective as of July 1, 2012. The unaudited pro forma condensed consolidated balance sheet gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred on September 30, 2013.

The unaudited pro forma condensed consolidated financial information is based on available information and certain assumptions that we believe are reasonable in the circumstances. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and does not necessarily reflect the Company's results of operations or financial condition had the Pro Forma Transactions occurred at an earlier date. The unaudited pro forma condensed consolidated financial information also should not be considered representative of the Company’s future financial condition or results of operations.

The unaudited pro forma condensed consolidated financial information has been prepared to reflect adjustments to the historical financial information of Cayman L.P. that are (i) directly attributable to the Pro Forma Transactions, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed consolidated statement of operations, expected to have a continuing impact on our results. The unaudited pro forma condensed consolidated financial information reflects the following transactions (collectively, the “Pro Forma Transactions”):

• the Restructuring, the elimination of the European operations of Cayman L.P. that were not contributed to the Company in the Restructuring as well as the cancellation of the notes payable to partners and accrued and unpaid interest thereon where $1,081.8 million of the notes payable to partners and accrued and unpaid interest thereon were exchanged for shares of our common stock, and the Company and its subsidiary guarantors were released from their obligations in respect of $344.5 million of the notes payable to partners and accrued interest thereon;

• the contribution to the Company of $48.3 million from an affiliate of Fortress and the refinancing of the outstanding borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement using borrowings under the New Credit Agreement, cash on hand and the funds contributed to the Company by an affiliate of Fortress; and

• other adjustments described in the notes to this section.

The unaudited pro forma condensed consolidated balance sheet will also reflect an adjustment to present the Company’s capitalization instead of the partners’ capital of Cayman L.P.

The unaudited pro forma condensed consolidated statement of operations for the three months ended September 30, 2013 excludes approximately $0.3 million of non-recurring charges that the Company incurred in connection with the Pro Forma Transactions, including costs related to legal, accounting and consulting services. The pro forma condensed consolidated financial information also excludes the effects of this offering.

The unaudited pro forma condensed consolidated financial information and the related notes should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” as well as the consolidated financial statements of Cayman L.P. and the related notes included elsewhere in this prospectus.

43

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended June 30, 2013
(in thousands, except share and per share data)

	Historical			Pro Forma Adjustments				Pro Forma
Revenue	$	524,407		$	(428	)	(a)	$	523,979
Operating expense		448,944			(2,096	)	(a)		446,848
					—		(d)
Depreciation and amortization		58,342			(2	)	(a)		58,340
Loss on disposal of assets		12,448			(1,923	)	(a)		10,525
Impairment of long-lived assets		143			—				143
Impairment of real estate		1,052			(649	)	(a)		403
Income from operations		3,478			4,242				7,720
Interest income		6,630			(47	)	(a)		6,583
Interest expense on third party debt		(98,437	)		50,775		(c)		(47,662	)
Interest expense on notes payable to partners		(236,598	)		236,598		(b)		—
Loss from equity method investments		(5,147	)		—				(5,147	)
Gain on disposal of equity method investments		18,923			—				18,923
Loss on extinguishment of debt		(11,152	)		11,152		(c)		—
Other income, net		1,973			(38	)	(a)		1,935
Loss before income taxes		(320,330	)		302,682				(17,648	)
Income tax benefit		(23,616	)		—		(e)		(23,616	)
Net (loss) income	$	(296,714	)	$	302,682			$	5,968
Loss per unit, basic and diluted	$	(219.72	)				(g)		—
Weighted average units outstanding, basic and diluted		1,350,412							—
Earnings per share, basic and diluted		—					(g)	$	0.14
Weighted average shares outstanding, basic and diluted		—							43,000,000

See notes to unaudited pro forma condensed consolidated financial information

44

Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Months Ended September 30, 2013
(in thousands, except share and per share data)

	Historical			Pro Forma Adjustments				Pro Forma
Revenue	$	80,561		$	—			$	80,561
Operating expense		104,196			(377	)	(a)		103,563
					(256	)	(d )
Depreciation and amortization		13,145			—				13,145
Gain on disposal of assets		(236	)		(101	)	(a )		(337	)
Impairment of real estate		633			—				633
Loss from operations		(37,177	)		734				(36,443	)
Interest income		1,632			(26	)	(a)		1,606
Interest expense on third party debt		(16,464	)		4,932		(c)		(11,532	)
Interest expense on notes payable to partners		(67,105	)		67,105		(b)		—
Loss from equity method investments		(1,591	)		—				(1,591	)
Other expense, net		(172	)		21		(a)		(151	)
Loss before income taxes		(120,877	)		72,766				(48,111	)
Income tax expense		701			—		(e)		701
Net loss	$	(121,578	)	$	72,766			$	(48,812	)
Loss per unit, basic and diluted	$	(89.91	)				(g)		—
Weighted average units outstanding, basic and diluted		1,352,253							—
Loss per share, basic and diluted		—					(g)	$	(1.14	)
Weighted average shares outstanding, basic and diluted		—							43,000,000

See notes to unaudited pro forma condensed consolidated financial information

45

Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2013
(in thousands, except share data)

	Historical			Pro Forma Adjustments				Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	44,860		$	(275	)	(a)	$	59,098
					14,513		(c)
Other current assets		112,094			(311	)	(a)		111,783
Total current assets		156,954			13,927				170,881
Receivables, net of allowances		44,075			(7,911	)	(a)		36,164
Property, plant and equipment, net		501,467			—				501,467
Real estate held for development		154,645			—				154,645
Other assets		116,094			(3,222	)	(a)		104,678
					(8,194	)	(c)
Goodwill and intangible assets		159,122			—				159,122
Total assets	$	1,132,357		$	(5,400	)		$	1,126,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	159,433		$	(2,669	)	(a)	$	157,664
					900		(c)
Long-term debt		598,360			(23,927	)	(c)		574,433
Notes payable to partners		1,426,350			(1,426,350	)	(b)		—
Other long-term liabilities		78,855			(390	)	(a)		78,465
Total liabilities		2,262,998			(1,452,436	)			810,562
Stockholders’ equity:
Common stock, $0.01 par value;           43,000,000 shares authorized on a pro forma basis; 43,000,000 shares issued and outstanding on a pro forma basis		—			430		(g)		430
Additional paid-in capital		—			157,795		(g)		157,795
Partners’ (deficit) capital:
Partnership units, unlimited number authorized
General partner		—			—				—
Limited partner		(1,288,811	)		1,447,036		(f)		—
					(158,225	)	(g)
Accumulated other comprehensive income		158,500			—				158,500
Total (deficit) equity attributable to Intrawest Resorts Holdings, Inc.		(1,130,311	)		1,447,036				316,725
Non-controlling interest		(330	)		—				(330	)
Total capital		(1,130,641	)		1,447,036				316,395
Total liabilities and capital	$	1,132,357		$	(5,400	)		$	1,126,957

See notes to unaudited pro forma condensed consolidated financial information

46

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(a) Elimination of operations that were not contributed

The European operations held by a wholly-owned subsidiary of Cayman L.P. were not contributed to the Company in connection with the Restructuring that occurred on December 9, 2013. As a result, net adjustments of $4.2 million and $0.5 million have been made to the unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2013 and the three months ended September 30, 2013, respectively. An adjustment to the unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 has been made to reflect the removal of approximately $8.7 million in net assets.

The following table summarizes the results of the European operations that were not contributed to the Company in the Restructuring:

	Year ended June 30, 2013			Three months ended September 30, 2013
	(in thousands)
Revenue	$	428		$	—
Operating expense		2,096			377
Depreciation and amortization		2			—
Loss on disposal of assets		1,923			101
Impairment of real estate		649			—
Loss from operations		(4,242	)		(478	)
Interest income		47			26
Other income (expense), net		38			(21	)
Loss before income taxes	$	(4,157	)	$	(473	)

The following table summarizes the financial position of the European operations that were not contributed to the Company in the Restructuring:

		As of September 30, 2013
		(in thousands)
Current assets
Cash and cash equivalents	$	275
Other current assets		311
Total current assets		586
Receivables, net of allowances		7,911
Real estate held for development		—
Other assets		3,222
Total assets	$	11,719
Total current liabilities	$	2,669
Other long-term liabilities		390
Partners’ deficit: Limited partner		8,660
Total liabilities and partners’ deficit	$	11,719

(b) Cancellation of notes payable to partners

An adjustment to the unaudited pro forma condensed consolidated balance sheet as of September 30, 2013 has been made to reflect that (a) $1,081.8 million of the notes payable to partners and accrued and unpaid interest thereon were exchanged for shares of our common stock and (b) the Company and its subsidiary guarantors were released from their obligations in respect of $344.5 million of the notes payable to partners and accrued and unpaid interest thereon.

An adjustment to the unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2013 and the three months ended September 30, 2013, respectively, has been made to eliminate interest expense on notes payable to partners.

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(c) Refinancing

On December 9, 2013, one of our subsidiaries entered into the New Credit Agreement. The borrowings under the New Credit Agreement, together with cash on hand and funds contributed to the Company by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. The following table summarizes the adjustment in the unaudited pro forma condensed consolidated balance sheet to long-term debt:

		As of September 30, 2013
		(in thousands)
New Credit Agreement(1)	$	540,000
Less: Repayment of Fiscal Year 2013 First Lien Term Loan(2)		(440,842	)
Less: Repayment of Fiscal Year 2013 Second Lien Term Loan(3)		(122,185	)
		(23,027	)
Less: Current portion of long-term debt		900
Long-term debt	$	(23,927	)

(1) The New Term Loan is comprised of a current portion of $5.4 million and long-term portion of $534.6 million.

(2) The Fiscal Year 2013 First Lien Term Loan is comprised of a current portion of $4.5 million and long- term portion of $436.3 million.

(3) The Fiscal Year 2013 Second Lien Term Loan is comprised of a current portion of $nil and long-term portion of $122.2 million.

In addition, as a result of the Refinancing, the unaudited pro forma condensed consolidated balance sheet reflects an increase in current liabilities of $0.9 million, consisting of an increase in the current portion of long-term debt. The unaudited pro forma condensed consolidated balance sheet also reflects a net decrease in other assets of $8.2 million, consisting of the elimination of deferred financing costs associated with the Fiscal Year 2013 Lien Loans of $19.0 million, partially offset by recording the capitalization of approximately $10.8 million of new deferred financing costs associated with the borrowings under the New Credit Agreement.

As a result of the Refinancing and Restructuring, cash and cash equivalents reflects a net cash increase of $14.5 million, consisting of the receipt of net cash of $529.2 million provided by the New Term Loan, offset by the payoff of the Fiscal Year 2013 Lien Loans of $563.0 million, and cash contributions of $48.3 million from an affiliate of Fortress as part of the Restructuring.

The following tables summarize the adjustments in the unaudited pro forma condensed consolidated statements of operations to reflect the adjustments to interest expense on third party debt:

	Year Ended June 30, 2013
	Interest Expense			Debt Issuance Costs Amortization			Total
	(in thousands)
New Term Loan	$	29,700		$	1,543		$	31,243
Less: Fiscal Year 2013 First Lien Term Loan		(18,293	)		(6,752	)		(25,045	)
Less: Fiscal Year 2013 Second Lien Term Loan		(7,835	)		(3,127	)		(10,962	)
Less: Fiscal Year 2010 First Lien Term Loan		(11,646	)		—			(11,646	)
Less: Fiscal Year 2010 Second Lien Term Loan		(23,481	)		(10,884	)		(34,365	)
Total	$	(31,555	)	$	(19,220	)	$	(50,775	)

	Three Months Ended September 30, 2013
	Interest Expense			Debt Issuance Costs Amortization			Total
	(in thousands)
New Term Loan	$	7,425		$	386		$	7,811
Less: Fiscal Year 2013 First Lien Term Loan		(8,308	)		(753	)		(9,061	)
Less: Fiscal Year 2013 Second Lien Term Loan		(3,535	)		(147	)		(3,682	)
Total	$	(4,418	)	$	(514	)	$	(4,932	)

48

The unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2013 also reflects the elimination of loss on extinguishment of debt recorded in December 2012 related to the full repayment of the Fiscal Year 2010 First Lien loans and Fiscal Year 2010 Second Lien Loans with the proceeds from the Fiscal Year 2013 Lien Loans.

The principal balance, deferred financing costs and interest expense related to the New Credit Agreement are based upon the terms of the financing. Pro forma interest expense (i) reflects an estimated annual interest rate of 5.5% on indebtedness to be incurred under the New Credit Agreement and (ii) reflects amortization expense on the approximately $10.8 million of deferred financing costs associated with the Company’s borrowings under the New Credit Agreement, using a maturity of seven years. A 1/8% change in the assumed interest rate would change pro forma interest expense by approximately $0.7 million annually.

(d) Transaction costs

Reflects an adjustment to eliminate non-recurring transaction costs incurred in connection with the Pro Forma Transactions. These costs primarily include costs related to legal, accounting and consulting services, of which approximately $0.3 million were incurred for the three months ended September 30, 2013.

(e) Resulting tax effects

The unaudited pro forma condensed consolidated statement of operations does not include adjustments to the income tax provision as the Company has a full valuation allowance against its net deferred tax assets, excluding certain deferred tax liabilities. Any pro forma tax provision adjustment would be offset by a corresponding adjustment in valuation allowance.  

(f) Resulting partners’ (deficit) capital effects

Reflects an adjustment to partners’ (deficit) capital for the items noted in (a) through (c).

(g) Contribution

Reflects the adjustment from partners’ capital to additional paid-in capital and the required balancing entry to reflect the par value of the Company’s outstanding common stock to reflect the contribution of both Intrawest U.S. and Intrawest Canada to the Company. The issuance of common stock was at a par value of $0.01 per share. 

Pro forma loss per share

The number of shares used to compute pro forma basic and diluted loss per share is 43,000,000, which was the number of shares outstanding upon completion of the Pro Forma Transactions. This does not include          shares of common stock being offered by us in this offering.

49

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Intrawest Resorts Holdings, Inc. (“New Intrawest”) is a newly formed Delaware corporation that had not, prior to the Restructuring, conducted any activities other than those incident to its formation and the preparation of the registration statement of which this prospectus forms a part. Unless the context suggests otherwise, references in this prospectus to “Intrawest,” the “Company,” “we,” “us” and “our” refer to Cayman L.P. and its consolidated subsidiaries prior to the consummation of the Restructuring, and to New Intrawest and its consolidated subsidiaries after the consummation of the Restructuring. The following discussion and analysis of our financial condition and results of operations should be read together with the consolidated financial statements of Cayman L.P. and the related notes, the unaudited pro forma condensed consolidated financial statements set forth under “Unaudited Pro Forma Condensed Consolidated Financial Information” and the other financial information appearing elsewhere in this prospectus. See “Certain Relationships and Related Party Transactions” and “Description of Certain Indebtedness” for a description of certain of our related party arrangements and debt obligations. This discussion and analysis contains forward- looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including those discussed in “Risk Factors” and elsewhere in this prospectus.

Overview

We are a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to our guests for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and more than 1,150 acres of land available for real estate development. Our mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada, which we believe helps reduce our financial exposure to any single geographic area as weather patterns and economic conditions vary across these regions. Each of our mountain resorts is located within convenient driving distance to major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. During fiscal 2013, our portfolio of resorts received more than six million visitors from all 50 states and more than 100 countries. We also operate an adventure travel business, the cornerstore of which is CMH, the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking to more skiable terrain than all lift accessed mountain resorts combined. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties; manage condominium hotel properties; and sell and market residential real estate.

We manage our business through three reportable segments:

• Mountain: Our Mountain segment includes our mountain resort and lodging operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our 50% interest in Blue Mountain.

• Adventure: The cornerstone of our Adventure segment is CMH. Within our Adventure segment, we also own and operate aviation businesses that support CMH and provide services to third parties.

• Real Estate: Our Real Estate segment includes our real estate development activities, as well as our real estate management, marketing and sales businesses.

Prior to the collapse in housing markets in late 2007 and the global financial crisis that followed, we were actively engaged in large scale development and sales of resort real estate, primarily in North America. In light of the then prevailing market conditions, we ceased new development activities in late 2009. As a result, we were left with a portfolio of legacy real estate assets, high leverage levels and litigation initiated by purchasers of resort real estate seeking to rescind their purchase obligations or otherwise mitigate their losses. This confluence of factors had a material impact on our consolidated financial results for the fiscal years presented below. Through a series of debt refinancings, cost saving initiatives and divestitures of non-core assets, we believe we have streamlined our operations. As of September 30, 2013, we have divested substantially all of our legacy real estate assets and have settled the majority of litigation claims stemming from our pre-2010 development and sales activities. Although the effects of our pre-2010 legacy real estate development and sales activities on our consolidated financial results will continue in future periods, we expect that these effects will continue to diminish over time. The net loss attributable to Cayman L.P. was $498.9 million, $336.1 million and $296.0 million for fiscal 2011, 2012 and 2013, respectively, and $127.3

50

million and $121.8 million for the three months ended September 30, 2012 and 2013, respectively. After giving effect to the Refinancing and the Restructuring, we believe our financial results in future periods will be materially different from those reflected in the historical consolidated financial information appearing in this prospectus. See “—Restructuring and Refinancing.”

Factors Affecting our Business

Economic Conditions. Our results of operations are affected by consumer discretionary spending. Numerous economic trends support the notion that the health of the general economy is improving. We believe that as the economy continues to improve, consumers will have more disposable income and a greater inclination to engage in and spend on leisure activities, which will positively impact our results of operations.

Snowfall and Weather. The timing and amount of snowfall and other weather conditions can have a significant impact on visitation and financial results in our Mountain and Adventure segments. Our resorts are geographically diversified and have strong snowmaking capabilities, which helps to mitigate the impact of localized snow conditions and weather. In addition, our increasing percentage of revenue derived from season pass and frequency products sold prior to the ski season helps to insulate us from snowfall and weather conditions. Season pass and frequency product revenue has grown at a CAGR of 6.3% over the three year period ended June 30, 2013.

Resort Real Estate Markets. We intend to resume development of residential vacation homes at our mountain resorts when market conditions are favorable. The value and sales volume of vacation homes fluctuate with macro-economic trends and consumer sentiment. Macroeconomic conditions have improved over the past two years, which has supported a partial recovery in the market for vacation homes in the United States and Canada. However, despite these trends, the median vacation home price and number of vacation homes sold in the most recent year still remain well below the peak in 2005, suggesting ample room for continued growth.

Seasonality and Fluctuations in Quarterly Results. Our business is seasonal in nature. Although each of our mountain resorts operates as a four-season resort, based upon historical results, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. Similarly, CMH generates the majority of its revenues during our second and third fiscal quarters, which is the peak heli-skiing season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth quarters of each fiscal year. In addition, throughout our peak quarters, we generate the highest daily revenues on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. Depending on how peak periods, holidays and weekends fall on the calendar, in any given year we may have more or less peak periods, holidays and weekends in our second fiscal quarter compared to prior years, with a corresponding difference in our third fiscal quarter. These differences can result in material differences in our quarterly results of operations and affect the comparability of our results of operations.

Restructuring and Refinancing

We conduct our U.S. operations through Intrawest U.S. Holdings Inc., a Delaware corporation, and our Canadian operations through Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta. In December 2013, through a series of restructuring transactions, Cayman L.P. caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc., the issuer of the common stock offered hereby. In connection with these restructuring transactions, we were released as an obligor with respect to all of our debt owed to partners (approximately $1.4 billion as of September 30, 2013). In addition, in December 2013, we entered into the New Credit Agreement. At the time the New Credit Agreement was entered into, an affiliate of Fortress contributed $48.3 million to us. The borrowings under the New Credit Agreement, together with cash on hand and the funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. While these transactions occured subsequent to the periods presented, we expect them to have a material impact on our financial results in future periods. As of September 30, 2013, our total indebtedness on an actual and a pro forma basis after giving effect to the Pro Forma Transactions was $2,033.9 million and $584.5 million, respectively. In addition, for fiscal 2013, our interest expense on an actual and a pro forma basis after giving effect to the Pro Forma Transactions was $335.0 million and $47.7 million, respectively. See “Description of Certain Indebtedness” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

51

Significant Transactions

The following significant transactions were executed during the periods presented:

Whistler Disposition. Prior to November 2010, we held an interest in the assets of Whistler Blackcomb ski resort. In November 2010, we sold our interest in the assets to Whistler Holdings in exchange for cash and shares of Whistler Holdings, a public company. We used the net proceeds from the sale to repay indebtedness. In December 2012, we sold our investment in Whistler Holdings for $116.9 million and recorded a $17.9 million gain on disposal of equity method investments in our consolidated statement of operations. All financial information attributable to Whistler Blackcomb and Whistler Holdings have been excluded from our reportable segments for all periods presented.

Fiscal 2013 Refinancing Transaction. In December 2012, we borrowed $575.0 million aggregate principal amount of corporate debt, comprised of a $450.0 million first lien term loan and a $125.0 million second lien term loan. See “Description of Certain Indebtedness—First Lien Credit Agreement and Second Lien Credit Agreement.” The net proceeds of these borrowings, together with the proceeds from the sale of our investment in Whistler Holdings, were used to repay $728.9 million of outstanding indebtedness and related fees. As a result, we recorded an $11.2 million loss on extinguishment of debt in fiscal 2013.

Results of Operations

The following historical consolidated statement of operations data for the years ended June 30, 2011, 2012 and 2013 and the three months ended September 30, 2012 and 2013 has been derived from the audited consolidated financial statements of Cayman L.P. and from the unaudited interim consolidated financial statements of Cayman L.P., respectively, included elsewhere in this prospectus.

	Year Ended June 30,									Three Months Ended September 30,
	2011			2012			2013			2012			2013
		(in thousands)
Revenues	$	559,523		$	513,447		$	524,407		$	79,195		$	80,561
Operating expenses		504,005			453,187			448,944			101,179			104,196
Depreciation and amortization		76,371			57,655			58,342			14,653			13,145
Loss (gain) on disposal of assets		26,196			9,443			12,448			1,210			(236	)
Impairment of long-lived assets		12,140			782			143			—			—
Impairment of real estate		73,230			8,137			1,052			62			633
Goodwill impairment		64,097			3,575			—			—			—
Income (loss) from operations		(196,516	)		(19,332	)		3,478			(37,909	)		(37,177	)
Interest income		9,162			7,467			6,630			1,637			1,632
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)		(35,006	)		(16,464	)
Interest expense on notes payable to partners		(160,943	)		(195,842	)		(236,598	)		(55,371	)		(67,105	)
Earnings (loss) from equity method investments		8,299			538			(5,147	)		(91	)		(1,591	)
Gain on disposal of equity method investments		—			—			18,923			—			—
Loss on extinguishment of debt		—			—			(11,152	)		—			—
Other income (expense), net		(2,021	)		1,199			1,973			402			(172	)
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)		(126,338	)		(120,877	)
Income tax (benefit) expense		6,555			(5,836	)		(23,616	)		972			701
Loss from continuing operations		(492,037	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss from discontinued operations, net of tax		(6,469	)		—			—			—			—
Net loss		(498,506	)		(336,063	)		(296,714	)		(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757			34			(436	)
Net loss attributable to Cayman L.P.		(498,867	)		(336,063	)		(295,957	)		(127,276	)		(122,014	)
Net loss attributable to general partner		—			—			—			—			—
Net loss attributable to limited partners	$	(498,867	)	$	(336,063	)	$	(295,957	)	$	(127,276	)	$	(122,014	)

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Our Segments

We manage and report operating results through three reportable segments:

• Mountain (65.5% of fiscal 2013 and 48.1% of the three months ended September 30, 2013 reportable segment revenue): Our Mountain segment includes our mountain resort and lodging operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our 50% interest in Blue Mountain.

• Adventure (22.0% of fiscal 2013 and 32.7% of the three months ended September 30, 2013 reportable segment revenue):Our Adventure segment includes CMH and our aviation businesses that support CMH and provide services to third parties.

• Real Estate (12.5% of fiscal 2013 and 19.2% of the three months ended September 30, 2013 reportable segment revenue): Our Real Estate segment includes our real estate development activities, as well as our real estate management, marketing and sales businesses, including IRCG, IHM and Playground.

Each of our reportable segments, although integral to the success of the others, offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, our Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of our reportable segments on the basis of revenue and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. Following the consummation of this offering, the compensation committee of our board of directors will determine the annual variable compensation for certain members of our management team based, in part, on segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance.

Our reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Reportable segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner. See Note 18 to the audited consolidated financial statements of Cayman L.P. included elsewhere in this prospectus.

Shown below is a summary of reportable segment revenues and reportable segment Adjusted EBITDA for fiscal 2011, 2012 and 2013 and for the three months ended September 30, 2012 and 2013:

	Year Ended June 30,						Three Months Ended September 30,
	2011		2012		2013		2012			2013
	(in thousands)
Mountain revenues	$	322,194	$	310,765	$	339,003	$	33,259		$	33,305
Adventure revenues		96,693		109,496		113,622		29,047			22,617
Real Estate revenues		61,165		61,439		64,726		15,148			13,250
Total reportable segment revenues	$	480,052	$	481,700	$	517,351	$	77,454		$	69,172
Mountain Adjusted EBITDA	$	69,805	$	66,051	$	72,353	$	(19,588	)	$	(22,590	)
Adventure Adjusted EBITDA		15,563		16,151		19,740		7,153			3,656
Real Estate Adjusted EBITDA		9,002		9,855		13,167		2,069			1,477
Total(1)	$	94,370	$	92,057	$	105,260	$	(10,366	)	$	(17,457	)

(1) Total segment Adjusted EBITBA equals consolidated Adjusted EBITDA. For a reconciliation of net loss attributable to Cayman L.P. to consolidated Adjusted EBITDA, see “Prospectus Summary—Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Information.”

 Mountain

Our Mountain segment is comprised of all of the mountain resort operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our ancillary resort businesses. Our Mountain segment also includes our 50% ownership interest in Blue Mountain, which is accounted for using the equity method. Our Mountain

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segment contributed 67.1%, 64.5% and 65.5% of total reportable segment revenues for fiscal 2011, 2012 and 2013, respectively, and 42.9% and 48.1% of total reportable segment revenues for the three months ended September 30, 2012 and 2013, respectively.

Revenue and Mountain Adjusted EBITDA

The Mountain segment earns revenue from a variety of business activities conducted at our mountain resorts.

Lift revenue. Lift revenue is derived from a variety of lift pass products, including multi-resort and single-resort passes, season pass products, frequency card products of varying durations and single- and multi-day lift tickets. Our season pass products, including our multi-resort products, are predominately sold prior to the start of the ski season.

Season pass revenue, although primarily collected prior to the ski season during a fiscal year, is recognized in our consolidated financial statements during such fiscal year based on historical usage patterns. Frequency pass revenue is recognized as used, and unused portions are recognized at the end of the frequency period. For fiscal 2011, 2012 and 2013, approximately 30.7%, 34.4% and 33.2%, respectively, of total lift revenue consisted of season pass and frequency product revenue.

Lodging revenue. Lodging revenue is derived through our management of rental programs for condominium properties located at or in close proximity to our mountain resorts. We typically receive 25% to 50% of the daily room revenue, with the condominium owners receiving the remaining share of the room revenue. We also earn lodging revenue from hotel properties we own at Winter Park, Stratton and Snowshoe.

Ski school revenue. Ski school revenue is derived through our operation of ski and ride schools at each of our mountain resorts. We are the exclusive provider of these services at each of our resorts.

Retail and rental revenue. Retail and rental revenue is derived from the rental of ski, snowboard and bike equipment and the sale of ski accessories, equipment, apparel, logo wear, gifts and sundries at our on-mountain and base area outlets.

Food and beverage revenue. Food and beverage revenue is derived through our operation of restaurants, bars and other food and beverage outlets at our resorts.

Other revenue. Other revenue is derived from fees earned through a wide variety of activities and ancillary operations, including private clubs, municipal services, call centers, parking operations, golf, summer base area activities, strategic alliances, entertainment events and other resort activities.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA is Mountain revenue less Mountain operating expenses, adjusted for our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited. Mountain operating expenses include: wages, incentives and benefits for resort personnel; direct costs of food, beverage and retail inventory; general and administrative expenses; and resort operating expenses, such as contract services, utilities, fuel, permit and lease payments, credit card fees, property taxes, and maintenance and operating supplies.

Key Business Metrics Evaluated by Management

None of the operating metrics in this section include Blue Mountain, which we account for using the equity method.

“Skier Visits” We measure visitation volume during the ski season, which is when most of our lift revenue is earned, by the number of “Skier Visits” at our resorts, each of which represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our mountain resorts for any part of one day. The number of Skier Visits, viewed in conjunction with ETP, is the most important indicator of our lift revenue. Changes in the number of Skier Visits have a significant impact on Mountain revenue. The number of Skier Visits is affected by numerous factors, including the quality of the guest experience, the effectiveness of our marketing efforts, pricing policies, snow and weather conditions, overall industry trends, macroeconomic factors and the relative attractiveness of our resort offerings compared to competitive offerings.

“ETP” We measure average ticket price during a given period by calculating our “effective ticket price,” or “ETP,” which is determined by dividing lift revenue by Skier Visits. ETP is influenced by lift product mix and other factors. Season pass products offer unlimited access, subject to certain exceptions and restrictions, for a fixed upfront payment. As a result, season pass holders ski frequently and therefore a higher mix of these products will put

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downward pressure on ETP. This downward pressure on ETP is more pronounced in ski seasons with higher snowfall, as season pass holders increase their usage. Conversely, single- and multi-day lift ticket products are priced per visit and therefore a higher mix of these products will tend to increase our ETP. Our lift product mix is primarily influenced by pricing incentives for season pass and frequency products and the types of visitors we attract (“destination guests” versus “regional guests”). “Destination guests,” who travel to the resort from a significant distance, often visit a resort once or twice per season for extended stays and are therefore likely to purchase multi-day ticket products. Destination guests tend to make travel plans far in advance of their vacation and do not typically change their plans based on snow and weather conditions. By contrast, “regional guests” that drive to the resort for one-day or overnight trips tend to increase visitation when conditions are favorable. Regional guests tend to visit the resort more frequently at a lower ticket price per visit than destination guests. For fiscal 2013, destination guests comprised approximately 38.7% of our Skier Visits, which compares to approximately 42.7% for fiscal 2012 and 36.7% for fiscal 2011. We define destination guests as guests with an address containing a zip code outside the resort’s region. Our definition may be different than other companies and therefore our statistics may not be comparable. Other factors that influence ETP include the number of complimentary or special promotional passes issued by us, the average age of skiers visiting our resorts, the volume of group or promotional sales and the relative volume of products sold through different sales channels, including our call centers, our e-commerce platform and our network of third-party online and traditional travel companies. Products sold at the ticket counter, which has been a declining percentage of lift revenue in recent years, are typically priced higher relative to other channels because walk-up customers are our least price sensitive guests.

“Revenue per Visit” is total Mountain revenue for a given period divided by total Skier Visits during such period. Revenue per Visit is influenced by our mix of guests. Destination guests are more likely to purchase ancillary products and services than regional guests and a higher percentage of destination guests in our skier mix typically increases Revenue per Visit.

“Revenue per available room” or “RevPAR” is determined by dividing gross lodging revenue during a given period by the number of units available to guests during such periods.

“ADR” or “Average Daily Rate” is determined by dividing gross lodging revenue during a given period by the number of occupied units under management during such period. ADR is a measure commonly used in the lodging industry and used by our management to track lodging pricing trends. ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a lodging operation. ADR is affected by numerous factors, including the quality of the guest experience, the effectiveness of our marketing efforts, snow and weather conditions, overall industry trends, macroeconomic factors and the relative attractiveness of our resort offerings compared to competing offerings.

Adventure

The cornerstone of our Adventure segment is CMH, which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. To support CMH’s operations, we own 40 helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. Our Alpine Aerotech subsidiary provides helicopter maintenance, repair and overhaul services to our fleet of helicopters as well as to aircraft owned by unaffiliated third parties. Our Adventure segment contributed 20.1%, 22.7% and 22.0% of total reportable segment revenue for fiscal 2011, 2012 and 2013, respectively, and 37.5% and 32.7% of total reportable segment revenue for the three months ended September 30, 2012 and 2013, respectively.

Revenue and Adventure Adjusted EBITDA

Revenue. The Adventure segment earns revenue from a variety of activities conducted at CMH. CMH guest revenue is derived primarily through the sale of adventure packages that include lodging at facilities owned or leased by CMH, food and beverage services and heli-skiing, heli-mountaineering or heli-hiking. In addition to package revenue, CMH earns ancillary revenue from the sale of additional vertical meters of skiing, retail merchandise, massages, alcoholic beverages and the sale of other products and services not included in the vacation package.

The Adventure segment also generates ancillary revenue relating to performance of fire suppression services during the summer months in the Western United States and Western Canada. These activities are performed on an as-needed basis or pursuant to contracts that have a term of one to five years. Ancillary revenue is also derived from MRO services performed by Alpine Aerotech on third-party aircraft, as well as from leasing underutilized aircraft to unaffiliated third parties for short term periods ranging from one to 12 months.

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Adventure Adjusted EBITDA. Adventure Adjusted EBITDA is Adventure revenue less Adventure operating expenses, adjusted for Adjusted EBITDA attributable to noncontrolling interests. Adventure operating expenses consist primarily of compensation and benefits, fuel, aircraft and facility maintenance expenses, insurance, utilities, permit and lease payments, credit card fees, food and beverage costs, and general and administrative expenses.

Key Business Metrics Evaluated by Management

“CMH Guest Nights” is the number of paid nights skiing or hiking guests spend at our CMH lodges for a given period. The number of CMH Guest Nights is affected by numerous factors, including the quality of the guest

experience, the effectiveness of our sales efforts, pricing policies, global macroeconomic factors and the relative attractiveness of our CMH offering compared to competitive offerings. Management uses CMH Guest Nights to gauge utilization of CMH assets in a given period. 

“CMH RevPGN” is total CMH revenue for a given period divided by the number of CMH Guest Nights for such period. CMH RevPGN trends provide useful information concerning the pricing environment and our effectiveness at cross-selling extra vertical meters and ancillary products and services.

Real Estate

Our Real Estate segment is comprised of our core ongoing real estate development activities and our real estate management, marketing and sales businesses. The segment includes IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our core residential real estate sales and marketing business. Our Real Estate segment also includes costs associated with our ongoing development activities, including planning activities and land carrying costs. Our Real Estate segment contributed 12.7%, 12.8% and 12.5% of total reportable segment revenue for fiscal 2011, 2012 and 2013, respectively, and 19.6% and 19.2% of total reportable segment revenue for the three months ended September 30, 2012 and 2013, respectively.

Revenue and Real Estate Adjusted EBITDA

Revenue. The Real Estate segment earns revenue from IRCG, IHM and Playground. During the fiscal years presented, we did not have any active development projects. IRCG generates revenue from selling vacation club points in Club Intrawest, managing Club Intrawest properties and running a private exchange company for Club Intrawest’s members. IHM generates revenue from managing rental operations at the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California. Playground earns revenue from the commissions on the sales of real estate. We also manage commercial and residential real estate for our properties and third parties through our Real Estate segment.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA is Real Estate revenue less Real Estate operating expenses, plus interest income earned from receivables related to IRCG’s operations, adjusted for our pro rata share of EBITDA for our equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. Real Estate operating expenses include: compensation and benefits; insurance; general and administrative expenses; and land carrying costs and development planning and appraisal expenses related to the core entitled land surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts.

Legacy, Non-Core and Other Items

Legacy and other non-core. Certain activities and assets, and the resulting expenses, gains and losses from such activities and assets, are deemed to be non-core by our CODM when they are not sufficiently related to our ongoing business, we plan to divest or wind them down and they are not reviewed by our CODM in evaluating the performance of our business. Non-core activities and assets that influenced our consolidated results during the financial periods presented in this prospectus but that have not been allocated to our reportable segments include:

• legacy real estate carrying costs and litigation;

• divested non-core operations, including the results of Whistler Blackcomb prior to our divestiture of the assets of Whistler Blackcomb in November 2010; and

• remaining non-core operations, including management of non-core commercial properties owned by third parties and our equity method investment in MMSA Holdings, Inc.

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Prior to 2010, in addition to our mountain resort and other operations, we were actively engaged in large scale development of resort real estate, primarily in the United States and Canada. In late 2009, in light of the then-existing poor economic environment for real estate development, we ceased new development activities, but were left with a portfolio of real estate assets consisting of development land and other legacy real estate assets that are not located at or near our mountain resorts, the vast majority of which have been divested over the past few years, particularly in recent periods as real estate markets have strengthened. We consider these legacy real estate assets, and the gains, losses, revenue and expenses related to these assets, to be non-core.

We recognized significant losses on disposal of our legacy real estate assets and from impairments to the carrying value of our real estate portfolio during the fiscal years described in this prospectus. We recognized real

estate impairments of $73.2 million, $8.1 million and $1.1 million during fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.6 million for the three months ended September 30, 2012 and 2013, respectively. As of September 30, 2013, we have divested substantially all of our legacy real estate.

Expenses related to legacy real estate development activities include the carrying costs of legacy real estate assets and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities. 

Many of the claims brought against us were similar to claims brought against residential developers industry-wide in the wake of the 2008 housing market collapse. The vast majority of these claims were filed in 2009 and 2010 when we began litigating hundreds of cases with purchasers who had entered into pre-sale contracts prior to 2010, failed to close on their purchases, and were seeking a return of their security deposits.  We have been settling these  and other legacy real estate claims on a consistent basis in fiscal 2012 and fiscal 2013 and settled our last two security deposit cases in September 2013.  New claims filings relating to legacy real estate litigation are infrequent due to the amount of time that has passed since our last construction project. 

We believe expenses associated with our legacy real estate development activities will diminish in future periods. We expect any remaining costs and expenses that we incur in future periods to principally relate to ongoing real estate litigation in which we are either the defendant or plaintiff. We also expect to incur additional remediation expenses related to pre-2009 construction projects. 

Other.  We incur certain additional costs that we do not allocate to our operating segments because they relate to items that management does not believe are representative of the underlying performance of our ongoing operations. These items include restructuring costs, severance expenses and non-cash compensation.

Results of Operations

Comparison of Operating Results for the Three Months ended September 30, 2012 and 2013

The following table presents our consolidated statements of operations for the three months ended September 30, 2012 and 2013:

	Three Months Ended September 30,
	2012			2013			$ Change			% Change
	(dollars in thousands)
Revenues	$	79,195		$	80,561		$	1,366			1.7	%
Operating expenses		101,179			104,196			3,017			3.0	%
Depreciation and amortization		14,653			13,145			(1,508	)		(10.3)	%
Loss (gain) on disposal of assets		1,210			(236	)		(1,446	)		(119.5)	%
Impairment of real estate		62			633			571			*
Loss from operations		(37,909	)		(37,177	)		732			1.9	%
Interest income		1,637			1,632			(5	)		(0.3	)%
Interest expense on third party debt		(35,006	)		(16,464	)		18,542			(53.0	)%
Interest expense on notes payable to partners		(55,371	)		(67,105	)		(11,734	)		21.2	%
Loss from equity method investments		(91	)		(1,591	)		(1,500	)		*
Other income (expense), net		402			(172	)		(574	)		(142.8	)%
Loss before income taxes		(126,338	)		(120,877	)		5,461			(4.3	)%

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	Three Months Ended September 30,
	2012			2013			$ Change			% Change
	(dollars in thousands)
Income tax expense		972			701			(271	)		(27.9	)%
Net loss		(127,310	)		(121,578	)		5,732			(4.5	)%
Loss (earnings) attributable to noncontrolling interest		34			(436	)		(470	)		*
Net loss attributable to Intrawest Cayman L.P.	$	(127,276	)	$	(122,014	)	$	5,262			(4.1	)%

Total revenue . Total revenue increased $1.4 million, or 1.7%, from $79.2 million in the three months ended September 30, 2012 to $80.6 million in the three months ended September 30, 2013, primarily as a result of an increase in legacy, non-core and other revenue of $9.6 million, from $1.7 million in the three months ended September 30, 2012 to $11.4 million in the three months ended September 30, 2013. This increase is primarily a result of the sale of a non-core land holding and Tower Ranch. This increase was offset by an $8.3 million decrease in total reportable segment revenue as a result of decreases of $6.4 million and $1.9 million in Adventure and Real Estate revenues, respectively.

Operating expenses . Operating expenses increased $3.0 million, or 3.0%, from $101.2 million in the three months ended September 30, 2012 to $104.2 million in the three months ended September 30, 2013. The increase in operating expenses was primarily attributable to legacy, non-core and other expenses, which increased $4.5 million, from $10.6 million in the three months ended September 30, 2012 to $15.2 million in the three months ended September 30, 2013 principally as a result of the sale of real estate held for development. Total reportable segment operating expenses decreased $1.5 million, from $90.6 million in the three months ended September 30, 2012 to $89.0 million in the three months ended September 30, 2013. Mountain operating expenses increased by $3.2 million in the three months ended September 30, 2013, while Adventure and Real Estate operating expenses decreased $3.5 million and $1.2 million, respectively.

Loss on disposal of assets . In the three months ended September 30, 2012, the loss of $1.2 million was related to the sale of certain wholly-owned interests in commercial real estate and development land at Blue Mountain and development land at Mammoth. In the three months ended September 30, 2013, the gain of $0.2 million was primarily related to the liquidation of two European entities and the reversal of an accrual related to a legacy asset that was closed in the first quarter of fiscal 2014.

Impairments. Impairments of real estate increased to $0.6 million in the three months ended September 30, 2013. The impairment was due to a decline in the fair value of legacy real estate assets.

Interest expense on third party debt . Interest expense on third party debt decreased $18.5 million, or 53.0%, from $35.0 million in the three months ended September 30, 2012 to $16.5 million in the three months ended September 30, 2013. The decrease was a result of the refinancing of our senior debt facilities in December 2012, which lowered the average effective interest rate on our senior debt facilities from approximately 11.0% to approximately 8.0%, as well as a lower average outstanding principal balance for the three months ended September 30, 2013.

Interest expense on notes payable to partners. Interest expense on notes payable to partners increased $11.7 million, or 21.2 %, from $55.4 million in the three months ended September 30, 2012 to $67.1 million in the three months ended September 30, 2013 due to a higher principal amount of indebtedness outstanding in the three months ended September 30, 2013. Interest on notes payable to partners accrues without payment and is added to the principal balance of the notes on a quarterly basis.

Loss from equity method investments . Loss from equity method investments increased to $1.6 million in the three months ended September 30, 2013 primarily as a result of recording our share of net loss from our investments in Leisura US 1, Lodestar Golf and Blue Mountain.  

Other income (expense), net . Other income (expense), net, decreased $0.6 million from other income, net of $0.4 million in the three months ended September 30, 2012 to other expense, net of $0.2 million in the three months ended September 30, 2013. The decrease was primarily due to a change in foreign exchange from a gain of $0.4 million in the three months ended September 30, 2012 to a loss of $0.1 million in the three months ended September 30, 2013.

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Income tax expense . Income tax expense decreased $0.3 million, or 27.9%, from $1.0 million in the three months ended September 30, 2012 to $0.7 million in the three months ended September 30, 2013. The decrease in tax expense is primarily due to a decrease in taxable income for our taxable Canadian operations.

Mountain

	Three Months Ended September 30,
	2012			2013			Change			% Change
RevPAR	$	38.79		$	37.18		$	(1.61	)		(4.2	) %
ADR	$	121.76		$	119.83		$	(1.93	)		(1.6	) %
Mountain revenue:	(dollars in thousands)
Lift	$	1,815		$	1,674		$	(141	)		(7.8	) %
Lodging		8,673			8,217			(456	)		(5.3	) %
Ski School		511			533			22			4.3	%
Retail and Rental		5,572			5,590			18			0.3	%
Food and Beverage		6,264			6,349			85			1.4	%
Other		10,424			10,942			518			5.0	%
Total Mountain Revenue	$	33,259		$	33,305		$	46			0.1	%
Mountain Adjusted EBITDA	$	(19,588	)	$	(22,590	)	$	(3,002	)		15.3	%

Total Mountain revenue . Total Mountain revenue remained relatively flat at $33.3 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013.

Lift revenue . Lift revenue remained relatively flat in the three months ended September 30, 2012 when compared to the three months ended September 30, 2013.

Lodging revenue . Lodging revenue decreased $0.5 million, or 5.3%, from $8.7 million in the three months ended September 30, 2012 to $8.2 million in the three months ended September 30, 2013. This decrease in the three months ended September 30, 2013 was attributable to the decrease in RevPAR.

Ski school revenue . Ski school revenue remained relatively flat at $0.5 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013. Ski school revenue for the first quarter of the fiscal year is typically generated from the mountain biking programs and mountain biking coaching activities.

Retail and rental revenue . Retail and rental revenue remained relatively flat at $5.6 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013. Retail and rental revenue for the first quarter of the fiscal year is typically generated from the rental of mountain bikes in the summer months.

Food and beverage revenue . Food and beverage revenue remained relatively flat at $6.3 million for the three months ended September 30, 2012 when compared to the three months ended September 30, 2013.

Other revenue . Other revenue increased $0.5 million, or 5.0%, from $10.4 million in the three months ended September 30, 2012 to $10.9 million in the three months ended September 30, 2013. The increase in other revenue is primarily attributable to an increase in our summer mountain biking operations.

Mountain Adjusted EBITDA . Mountain Adjusted EBITDA decreased $3.0 million, or 15.3%, from a loss of $19.6 million for the three months ended September 30, 2012 to a loss of $22.6 million for the three months ended September 30, 2013. The decrease in Mountain Adjusted EBITDA was related to an increase in variable expenses over the prior year in response to the challenging weather conditions in 2012.

Adventure

	Three Months Ended September 30,
	2012		2013		Change			% Change
CMH Guest Nights		2,605		2,956		351			13.5	%
CMH RevPGN	$	1,426	$	1,253	$	(172	)		(12.1	)%
	(dollars in thousands)
Adventure revenue	$	29,047	$	22,617	$	(6,430	)		(22.1	)%
Adventure Adjusted EBITDA	$	7,153	$	3,656	$	(3,497	)		(48.8	)%

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Adventure revenue . Adventure revenue decreased $6.4 million, or 22.1%, from $29.0 million in the three months ended September 30, 2012 to $22.6 million in the three months ended September 30, 2013. This decrease was primarily due to a decrease in ancillary services with CMH revenue remaining relatively flat. The decrease in ancillary services was primarily attributable to a return to a more typical firefighting season in Canada.

Adventure Adjusted EBITDA . Adventure Adjusted EBITDA decreased $3.5 million, or 48.8%, from $7.2 million in the three months ended September 30, 2012 to $3.7 million in the three months ended September 30, 2013. The decrease in Adventure Adjusted EBITDA was related to a $6.4 million decrease in Adventure revenue partially offset by a $3.5 million decrease in Adventure operating expenses, which decreased from $22.0 million in the three months ended September 30, 2012 to $18.4 million in the three months ended September 30, 2013, and by the removal of $0.6 million of Adjusted EBITDA in the three months ended September 30, 2013 attributable to noncontrolling interest in Alpine Helicopters as a result of the restructuring of those operations in January 2013. The decrease in operating expense was primarily attributable to lower variable expenses associated with reduced firefighting activity.

Real Estate

	Three Months Ended September 30,
	2012		2013		Change			% Change
	(dollars in thousands)
Real Estate Revenue	$	15,148	$	13,250	$	(1,898	)		(12.5	)%
Real Estate Adjusted EBITDA	$	2,069	$	1,477	$	(592	)		(28.6	)%

Real Estate revenue. Real Estate revenue decreased $1.9 million, or 12.5%, from $15.1 million in the three months ended September 30, 2012 to $13.3 million in the three months ended September 30, 2013. The decrease was primarily attributable to lower IRCG revenues due to lower Club Intrawest point sales.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA decreased $0.6 million, or 28.6%, from $2.1 million in the three months ended September 30, 2012 to $1.5 million in the three months ended September 30, 2013. Real Estate revenues decreased $1.9 million while real estate operating expenses decreased $1.2 million, from $15.0 million in the three months ended September 30, 2012 to $13.8 million for the three months ended September 30, 2013 stemming from decreased IRCG operating expenses as a result of lower sales volumes.

Comparison of Operating Results in Fiscal Years 2012 and 2013

The following table presents our consolidated statements of operations for fiscal 2012 and 2013:

	Year Ended June 30,
	2012			2013			$ Change			% Change
	(dollars in thousands)
Revenues	$	513,447		$	524,407		$	10,960			2.1	%
Operating expenses		453,187			448,944			(4,243	)		(0.9	)%
Depreciation and amortization		57,655			58,342			687			1.2	%
Loss on disposal of assets		9,443			12,448			3,005			31.8	%
Impairment of long-lived assets		782			143			(639	)		(81.7	)%
Impairment of real estate		8,137			1,052			(7,085	)		(87.1	)%
Goodwill impairment		3,575			—			(3,575	)		(100.0	)%
Income (loss) from operations		(19,332	)		3,478			22,810			118.0	%
Interest income		7,467			6,630			(837	)		(11.2	)%
Interest expense on third party debt		(135,929	)		(98,437	)		37,492			(27.6	)%
Interest expense on notes payable to partners		(195,842	)		(236,598	)		(40,756	)		20.8	%
Earnings (loss) from equity method investments		538			(5,147	)		(5,685	)		*
Gain on disposal of equity method investments		—			18,923			18,923			*
Loss on extinguishment of debt		—			(11,152	)		(11,152	)		*
Other income, net		1,199			1,973			774			64.6	%
Loss from continuing operations before    income taxes		(341,899	)		(320,330	)		21,569			(6.3	)%
Income tax benefit		(5,836	)		(23,616	)		(17,780	)		304.7	%
Net loss		(336,063	)		(296,714	)		39,349			(11.7	)%
Loss attributable to noncontrolling interest		—			757			757			*
Net loss attributable to Intrawest Cayman L.P.	$	(336,063	)	$	(295,957	)	$	40,106			(11.9	)%

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Total revenue. Total revenue increased $11.0 million, or 2.1%, from $513.4 million in fiscal 2012 to $524.4 million in fiscal 2013, primarily as a result of an increase in our total reportable segment revenue of $35.7 million, which included increases of $28.2 million, $4.1 million and $3.3 million in Mountain, Adventure and Real Estate revenue, respectively. These increases were partially offset by a decrease in legacy, non-core and other revenue of $24.7 million, or 77.8%, from $31.7 million in fiscal 2012 to $7.1 million in fiscal 2013. This decrease is primarily a result of the wind down of legacy businesses, including Madrid SnowZone and certain non-core commercial property management businesses.

Operating expenses. Operating expenses decreased $4.2 million, or 0.9%, from $453.2 million in fiscal 2012 to $448.9 million in fiscal 2013. Total reportable segment operating expenses increased by $21.9 million in fiscal 2013 compared to fiscal 2012. Mountain operating expenses increased by $23.0 million in fiscal 2013, while Adventure and Real Estate operating expenses decreased $0.7 million and $0.4 million, respectively. Offsetting these increases in reportable segment operating expenses was a $26.1 million decrease in legacy and other non-core operating expenses, which decreased from $50.5 million in fiscal 2012 to $24.4 million in fiscal 2013. Contributing to the decrease in legacy and other non-core operating expenses was a $25.7 million decrease in operating expenses associated with non-core operations, such as Madrid SnowZone and certain non-core commercial property management businesses.

Loss on disposal of assets. In fiscal 2012, the loss of $9.4 million was related to the sale of non-core land at Copper Mountain. In fiscal 2013, the loss was primarily related to the sale of certain wholly-owned interests in commercial real estate and development land at Blue Mountain and development land at Mammoth.

Impairments. Goodwill impairments, impairments of long-lived assets and impairments of real estate decreased $11.3 million, or 90.4%, from $12.5 million in fiscal 2012 to $1.2 million in fiscal 2013. In fiscal 2012, we recognized an $8.1 million real estate impairment due to a downturn in the real estate market, which caused the

carrying value of our real estate assets held for development to be higher than the fair value. In fiscal 2013, we recognized a $1.1 million real estate impairment as a result of a decline in the fair value of legacy real estate assets. In fiscal 2012, we also recognized a goodwill impairment of $3.6 million related to a real estate reporting unit. There were no goodwill impairments in fiscal 2013.

Interest income. Interest income decreased $0.8 million, or 11.2%, from $7.5 million in fiscal 2012 to $6.6 million in fiscal 2013. The decrease is primarily the result of lower interest rates earned on our available cash in fiscal 2013 and repayment of certain real estate notes receivable.

Interest expense on third party debt. Interest expense on third party debt decreased $37.5 million, or 27.6%, from $135.9 million in fiscal 2012 to $98.4 million in fiscal 2013. The decrease was a result of the refinancing of our senior debt facilities in December 2012, which lowered the average effective interest rate on our senior debt facilities from approximately 11.0% to approximately 8.0%, as well as a lower average outstanding principal balance in fiscal 2013.

Interest expense on notes payable to partners. Interest expense on notes payable to partners increased $40.8 million, or 20.8%, from $195.8 million in fiscal 2012 to $236.6 million in fiscal 2013 due to a higher principal amount of indebtedness outstanding in fiscal 2013. Interest on notes payable to partners accrues without payment and is added to the principal balance of the notes on a quarterly basis.

Earnings (loss) from equity method investments. Earnings (loss) from equity method investments decreased $5.7 million, from earnings of $0.5 million in fiscal 2012 to a loss of $5.1 million in fiscal 2013. The change in fiscal 2013 is primarily a result of recording our share of net loss from our investment in Whistler Holdings prior to the sale in December 2012.

Gain on disposal of equity method investments. The gain on disposal of equity method investments in fiscal 2013 resulted from the sale of our investment in Whistler Holdings in December 2012.

Loss on extinguishment of debt. In December 2012, we refinanced our senior debt facilities and recognized a $11.2 million loss on extinguishment, which reflects the write-off of unamortized debt issuance costs and related fees.

Other income, net. Other income, net increased $0.8 million from $1.2 million in fiscal 2012 to $2.0 million in fiscal 2013 principally as a result of gains on foreign currency in fiscal 2013.

Income tax benefit. We realized an income tax benefit of $5.8 million in fiscal 2012 compared to a benefit of $23.6 million in fiscal 2013. The 2013 tax benefit is primarily due to a decrease in the valuation allowance attributable to a restructuring of our Canadian operations that will allow us to utilize additional deferred tax assets.

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Mountain

	Fiscal Year Ended June 30,
	2012		2013		Change			% Change
Skier Visits		2,758,970		3,146,119		387,149			14.0	%
Revenue per Visit	$	112.64	$	107.75	$	(4.89	)		(4.3	)%
ETP	$	47.65	$	45.92	$	(1.73	)		(3.6	)%
RevPAR	$	48.74	$	53.12	$	4.38			9.0	%
ADR	$	157.57	$	157.28	$	(0.29	)		(0.2	)%
Mountain revenue:		(dollars in thousands)
Lift	$	131,453	$	144,480	$	13,027			9.9	%
Lodging		39,380		41,982		2,602			6.6	%
Ski School		24,669		27,042		2,373			9.6	%
Retail and Rental		40,208		44,385		4,177			10.4	%
Food and Beverage		38,464		43,711		5,247			13.6	%
Other		36,591		37,403		812			2.2	%
Total Mountain Revenue	$	310,765	$	339,003	$	28,238			9.1	%
Mountain Adjusted EBITDA	$	66,051	$	72,353	$	6,302			9.5	%

Total Mountain revenue. Total Mountain revenue increased $28.2 million, or 9.1%, from $310.8 million in fiscal 2012 to $339.0 million in fiscal 2013, primarily as a result of a 14.0% increase in Skier Visits in fiscal 2013. Increased visitation for fiscal 2013 was driven by improved snowfall and conditions, increased leisure travel interest and favorable spring break schedules.

Lift revenue. Lift revenue increased $13.0 million, or 9.9%, from $131.5 million in fiscal 2012 to $144.5 million in fiscal 2013. This increase in fiscal 2013 was attributable to an increase in Skier Visits.

Lodging revenue. Lodging revenue increased $2.6 million, or 6.6%, from $39.4 million in fiscal 2012 to $42.0 million in fiscal 2013. The increase in fiscal 2013 was attributable to the increase in RevPAR partially offset by a slight decrease in ADR. The increase in RevPAR was driven by the same factors that led to increased visitation levels.

Ski school revenue. Ski school revenue increased $2.4 million, or 9.6%, from $24.7 million in fiscal 2012 to $27.0 million in fiscal 2013. The increase in fiscal 2013 was primarily attributable to an increase in Skier Visits.

Retail and rental revenue. Retail and rental revenue increased $4.2 million, or 10.4%, from $40.2 million in fiscal 2012 to $44.4 million in fiscal 2013. The increase in fiscal 2013 was primarily attributable to an increase in Skier Visits.

Food and beverage revenue. Food and beverage revenue increased $5.2 million, or 13.6%, from $38.5 million in fiscal 2012 to $43.7 million in fiscal 2013. The increase in fiscal 2013 was primarily attributable to an increase in Skier Visits.

Other revenue. Other revenue increased $0.8 million, or 2.2%, from $36.6 million in fiscal 2012 to $37.4 million in fiscal 2013. The increase in other revenue is primarily attributable to an increase in our summer mountain biking operations and summer visitation at our resorts.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA increased $6.3 million, or 9.5%, from $66.1 million in fiscal 2012 to $72.4 million in fiscal 2013. The increase in Mountain Adjusted EBITDA was related to a $28.2 million increase in Mountain revenue and a $1.0 million increase in our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited, which increased from $5.9 million in fiscal 2012 to $6.9 million in fiscal 2013. Partially offsetting these increases was a $23.0 million increase in Mountain operating expenses, which increased from $250.6 million in fiscal 2012 to $273.6 million in fiscal 2013, primarily as a result of higher Skier Visits in fiscal 2013, the absence in fiscal 2013 of temporary cost control measures that were implemented in fiscal 2012 and higher incentive compensation expense in fiscal 2013.

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Adventure

	Year Ended June 30,
	2012		2013		Change			% Change
CMH Guest Nights		37,829		36,237		(1,592	)		(4.2	)%
CMH RevPGN	$	1,650	$	1,693	$	43			2.6	%
		(dollars in thousands)
Adventure revenue	$	109,496	$	113,622	$	4,126			3.8	%
Adventure Adjusted EBITDA	$	16,151	$	19,740	$	3,589			22.2	%

Adventure revenue. Adventure revenue increased $4.1 million, or 3.8%, from $109.5 million in fiscal 2012 to $113.6 million in fiscal 2013. This increase was primarily due to an increase in revenue from ancillary services partially offset by a decrease in CMH revenue. CMH revenue decreased $1.1 million, or 1.8%, in fiscal 2013 compared to fiscal 2012. The decrease was primarily attributable to a decrease of 4.2% in CMH Guest Nights, partially offset by the elimination of early booking discounts in fiscal 2013. The decline in CMH Guest Nights was primarily attributable to a decline in European guests as a result of weak European economic conditions. European guests historically have comprised more than 40% of our total CMH winter guests.

Revenue from ancillary services increased $5.2 million, or 11.2%, in fiscal 2013 compared to fiscal 2012. This increase was primarily attributable to increased fire suppression activities resulting from above average forest fire activity in the Western United States and Western Canada.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA increased $3.6 million, or 22.2%, from $16.2 million in fiscal 2012 to $19.7 million in fiscal 2013. The increase in Adventure Adjusted EBITDA was related to a $4.1 million increase in Adventure revenue and a $0.7 million decrease in Adventure operating expenses, which decreased from $93.3 million in fiscal 2012 to $92.7 million in fiscal 2013, partially offset by $1.2 million of Adjusted EBITDA attributable to noncontrolling interest in Alpine Helicopters as a result of the restructuring of those operations in fiscal 2013.

Real Estate

	Year Ended June 30,
	2012		2013		Change		% Change
	(dollars in thousands)
Real Estate Revenue	$	61,439	$	64,726	$	3,287		5.4	%
Real Estate Adjusted EBITDA	$	9,855	$	13,167	$	3,312		33.6	%

Real Estate revenue. Real Estate revenue increased $3.3 million, or 5.4%, from $61.4 million in fiscal 2012 to $64.7 million in fiscal 2013. The increase included a $1.2 million increase in Playground revenues as a result of the acceleration of commissions relating to the exit of our brokerage engagement at Honua Kai Resort and Spa in Maui. Additionally, revenues from IHM increased $1.1 million due to higher occupancy and ADR, and IRCG revenues increased $1.1 million due to higher point sales stemming from improved economic conditions and enhanced marketing initiatives.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA increased $3.3 million, or 33.6%, from $9.9 million in fiscal 2012 to $13.2 million in fiscal 2013. Real Estate revenues increased $3.3 million in fiscal 2013, while real estate operating expenses decreased $0.4 million, from $58.8 million in fiscal 2012 to $58.4 million in fiscal 2013. Of this total, IRCG operating expenses decreased $1.7 million in fiscal 2013 as a result of lower marketing and business development expenses, while IHM operating expenses increased $1.7 million in fiscal 2013 to support the increased occupancy at Westin Monache. We also recognized a $0.5 million decrease in our pro rata share of EBITDA for our equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. in fiscal 2013. Interest income from IRCG remained flat in fiscal 2013 at $4.8 million.

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Comparison of Operating Results in Fiscal Years 2011 and 2012

The following table presents our consolidated statements of operations for fiscal 2011 and 2012:

	Year Ended June 30,
	2011			2012			$ Change			% Change
	(dollars in thousands)
Revenue	$	559,523		$	513,447		$	(46,076	)		(8.2	)%
Operating expenses		504,005			453,187			(50,818	)		(10.1	)%
Depreciation and amortization		76,371			57,655			(18,716	)		(24.5	)%
Loss on disposal of assets		26,196			9,443			(16,753	)		(64.0	)%
Impairment of long-lived assets		12,140			782			(11,358	)		(93.6	)%
Impairment of real estate		73,230			8,137			(65,093	)		(88.9	)%
Goodwill impairment		64,097			3,575			(60,522	)		(94.4	)%
Income (loss) from operations		(196,516	)		(19,332	)		177,184			90.2	%
Interest income		9,162			7,467			(1,695	)		(18.5	)%
Interest expense on third party debt		(143,463	)		(135,929	)		7,534			(5.3	)%
Interest expense on notes payable to partners		(160,943	)		(195,842	)		(34,899	)		21.7	%
Earnings (loss) from equity method investments		8,299			538			(7,761	)		(93.5	)%
Other income (expense), net		(2,021	)		1,199			3,220			159.3	%
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		143,583			(29.6	)%
Income tax (benefit) expense		6,555			(5,836	)		(12,391	)		(189.0	)%
Loss from continuing operations		(492,037	)		(336,063	)		155,974			(31.7	)%
Loss from discontinued operations, net of tax		(6,469	)		—			6,469			(100.0	)%
Net loss		(498,506	)		(336,063	)		162,443			(32.6	)%
Earnings attributable to noncontrolling interest		(361	)		—			361			(100.0	)%
Net loss attributable to Intrawest Cayman L.P.		(498,867	)		(336,063	)		162,804			(32.6	)%

Total revenue. Total revenue decreased $46.1 million, or 8.2%, from $559.5 million in fiscal 2011 to $513.4 million in fiscal 2012. Total reportable segment revenue increased $1.7 million as a result of increases of $12.8 million and $0.3 million in Adventure and Real Estate revenues, respectively, partially offset by a $11.4 million decrease in Mountain revenues. The increase in total reportable segment revenue was offset by a $47.8 million decrease in legacy, non-core and other revenue, which decreased from $79.5 million in fiscal 2011 to $31.7 million in fiscal 2012. $38.6 million of this decrease is attributable to the inclusion of Whistler Blackcomb revenue in fiscal 2011 prior to our disposition of our ownership interest in the assets of Whistler Blackcomb in November 2010, with the remaining $9.2 million decrease attributable to a $4.8 million decrease associated with legacy real estate development at Winter Park, a $4.1 million decrease from divested non-core hospitality operations and a net decrease of $0.3 million in other non-core operations.

Operating expenses. Operating expenses decreased $50.8 million, or 10.1%, from $504.0 million in fiscal 2011 to $453.2 million in fiscal 2012. Total reportable segment operating expenses increased $1.9 million as a result of an increase of $12.2 million in Adventure operating expenses, partially offset by decreases of $9.5 million and $0.8 million in Mountain and Real Estate operating expenses, respectively. Offsetting the increase in total reportable segment operating expenses was a $52.7 million decrease in legacy and other non-core operating expenses, which decreased from $103.2 million in fiscal 2011 to $50.5 million in fiscal 2012. $51.1 million of this decrease is attributable to the inclusion of Whistler Blackcomb operating expenses in fiscal 2011 prior to our disposition of our ownership interest in the assets of Whistler Blackcomb in November 2010.

Depreciation and amortization. Depreciation and amortization expense decreased $18.7 million, or 24.5%, from $76.4 million in fiscal 2011 to $57.7 million in fiscal 2012, due primarily to the inclusion of depreciation and amortization on Whistler Blackcomb’s assets in fiscal 2011 prior to our divestiture of these assets in November 2010.

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Loss on disposal of assets. In fiscal 2011, the loss on disposal of assets was primarily related to a loss of $24.4 million on the sale of our interest in the assets of Whistler Blackcomb in November 2010. In fiscal 2012, the loss of $9.4 million was related to the sale of legacy real estate at Copper Mountain.

Impairments. Goodwill impairments, impairments of long-lived assets and impairments of real estate decreased $137.0 million, or 91.6%, from $149.5 million in fiscal 2011 to $12.5 million in fiscal 2012. We recognized a $73.2 million real estate impairment in fiscal 2011 and a $8.1 million real estate impairment in fiscal 2012 due to a downturn in the real estate market, which caused the carrying value of our real estate assets held for development to be higher than the fair value. In fiscal 2011, we recognized a goodwill impairment of $64.1 million related to the change in expectations associated with two of our resorts. In fiscal 2012, we recognized a goodwill impairment of $3.6 million related to a real estate reporting unit.

Interest income. Interest income decreased $1.7 million, or 18.5%, from $9.2 million in fiscal 2011 to $7.5 million in fiscal 2012. The decrease is primarily attributable to a $0.1 million decrease in income from our IRCG receivables portfolio, a $0.6 million decrease in interest earned from legacy real estate sales where we provide seller financing and a $1.0 million decrease in other interest income.

Interest expense on third party debt. Interest expense on third party debt decreased $7.5 million, or 5.3%, from $143.5 million in fiscal 2011 to $135.9 million in fiscal 2012. The decrease in interest expense was associated with a decrease in our third party senior debt in fiscal 2012 compared to fiscal 2011 after giving effect to the application of the net proceeds from the sale of our ownership interest in the assets of Whistler Blackcomb in November 2010.

Interest expense on notes payable to partners. Interest expense on notes payable to partners increased $34.9 million, or 21.7%, from $160.9 million in fiscal 2011 to $195.8 million in fiscal 2012 due to a higher principal amount of indebtedness outstanding. Interest on notes payable to partners accrues without payment and is added to the principal balance of the notes on a quarterly basis.

Earnings (loss) from equity method investments. Earnings from equity method investments decreased $7.8 million, or 93.5%, from $8.3 million in fiscal 2011 to $0.5 million in fiscal 2012. The decrease was primarily associated with lower earnings from our resort investments, which were negatively affected by the poor weather conditions during fiscal 2012.

Other income (expenses), net. Other income (expense), net increased $3.2 million from other expense, net of $2.0 million in fiscal 2011 to other income of $1.2 million in fiscal 2012 principally as a result of gains on foreign currency in fiscal 2012 of $1.9 million.

Income taxes. We incurred income tax expense of $6.6 million in fiscal 2011 compared to a benefit of $5.8 million in fiscal 2012. The tax benefit is primarily due to a decrease in our reserve for unrecognized tax benefits of $6.0 million attributable to the lapse of the statute of limitations related to a state tax matter.

Mountain

	Year Ended June 30,
	2011		2012		Change			% Change
Skier Visits		3,192,388		2,758,970		(433,418	)		(13.6	)%
Revenue per Visit	$	100.94	$	112.64	$	11.70			11.6	%
ETP	$	43.34	$	47.65	$	4.31			9.9	%
RevPAR	$	48.76	$	48.74	$	(0.02	)		0	%
ADR	$	157.35	$	157.57	$	0.22			0.1	%
Mountain revenue:		(dollars in thousands)
Lift	$	138,364	$	131,453	$	(6,911	)		(5.0	)%
Lodging		40,647		39,380		(1,267	)		(3.1	)%
Ski School		25,614		24,669		(945	)		(3.7	)%
Retail and Rental		40,777		40,208		(569	)		(1.4	)%
Food and Beverage		39,368		38,464		(904	)		(2.3	)%
Other		37,424		36,591		(833	)		(2.2	)%
Total Mountain Revenue	$	322,194	$	310,765	$	(11,429	)		(3.5	)%
Mountain Adjusted EBITDA	$	69,805	$	66,051	$	(3,754	)		(5.4	)%

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Total revenue. Total revenue from the Mountain segment decreased $11.4 million, or 3.5%, from $322.2 million in fiscal 2011 to $310.8 million in fiscal 2012. This decrease was primarily attributable to a decrease in Skier Visits of 13.6%, from 3.2 million in fiscal 2011 to 2.8 million in fiscal 2012, due to poor weather conditions during the 2011/2012 ski season.

Lift revenue. Lift revenue decreased $6.9 million, or 5.0%, from $138.4 million in fiscal 2011 to $131.5 million to fiscal 2012. This decrease in fiscal 2012 was attributable to a decrease in Skier Visits.

Lodging revenue. Lodging revenue decreased $1.2 million, or 3.1%, from $40.6 million in fiscal 2011 to $39.4 million in fiscal 2012. The decrease in fiscal 2012 was attributable to a decrease in RevPAR partially offset by a slight increase in ADR. The decrease in RevPAR was driven by the same factors that led to decreased visitation levels.

Ski school revenue. Ski school revenue decreased $0.9 million, or 3.7%, from $25.6 million in fiscal 2011 to $24.7 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits offset by an increase in Revenue per Visit. The increase in Revenue per Visit was primarily the result of a greater percentage of destination guests in the skier mix.

Retail and rental revenue. Retail and rental revenue decreased $0.6 million, or 1.4%, from $40.8 million in fiscal 2011 to $40.2 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits offset almost entirely by an increase in Revenue per Visit as a result of a greater percentage of destination guests in the skier mix.

Food and beverage revenue. Food and beverage revenue decreased $0.9 million, or 2.3%, from $39.4 million in fiscal 2011 to $38.5 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits offset slightly by an increase in Revenue per Visit as a result of a greater percentage of destination guests in the skier mix.

Other revenue. Other revenue decreased $0.8 million, or 2.2%, from $37.4 million in fiscal 2011 to $36.6 million in fiscal 2012. The decrease in fiscal 2012 was primarily attributable to a decrease in Skier Visits, which resulted in a decrease in revenues from other winter activities at our resorts.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA decreased $3.7 million, or 5.4%, from $69.8 million in fiscal 2011 to $66.1 million in fiscal 2012. The decrease in Mountain Adjusted EBITDA was related to a $11.4 million decrease in Mountain revenue and a $1.8 million decrease in our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited, which decreased from $7.7 million in fiscal 2011 to $5.9 million in fiscal 2012 due to decreased visitation as a result of poor weather conditions during the 2011/2012 ski season. Partially offsetting these decreases was a $9.5 million decrease in Mountain operating expenses, which decreased from $260.1 million in fiscal 2011 to $250.6 million in fiscal 2012, primarily due to temporary cost control measures in fiscal 2012 in response to decreased visitation, decreased resort compensation and benefits as a result of lower bonus expenses and lower staffing levels across our resorts in fiscal 2012, as well as fewer operating days during the 2011/2012 ski season.

Adventure

	Year Ended June 30,
	2011		2012		Change			% Change
CMH Guest Nights		34,479		37,829		3,350			9.7	%
CMH RevPGN	$	1,670	$	1,650	$	(20	)		(1.2	)%
		(dollars in thousands)
Adventure revenue	$	96,693	$	109,496	$	12,803			13.2	%
Adventure Adjusted EBITDA	$	15,563	$	16,151	$	588			3.8	%

Adventure revenue. Adventure revenue increased $12.8 million, or 13.2%, from $96.7 million in fiscal 2011 to $109.5 million in fiscal 2012. CMH revenue increased $4.9 million, or 8.4%, in fiscal 2012 compared to fiscal 2011. The increase was primarily attributable to an increase in CMH Guest Nights, partially offset by a slight decrease in CMH RevPGN. Total Guest Nights during fiscal 2012 increased 9.7% over fiscal 2011. In contrast to most of North America, snow and weather conditions in British Columbia were favorable during most of the 2011/2012 ski season.

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Revenue from ancillary services increased $8.2 million, or 19.7%, in fiscal 2012 compared to fiscal 2011. The increase was primarily attributable to increased MRO revenues associated with an increase in third party job volume.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA increased $0.6 million, or 3.8%, from $15.6 million in fiscal 2011 to $16.2 million in fiscal 2012. The increase in Adventure Adjusted EBITDA was related to a $12.8 million increase in Adventure revenue, partially offset by a $12.2 million increase in Adventure operating expenses, which increased from $81.1 million in fiscal 2011 to $93.3 million fiscal 2012. Adventure operating expenses increased as a result of the increase in CMH Guest Nights and an increase in ancillary services.

Real Estate

	Year Ended June 30,
	2011		2012		Change		% Change
	(dollars in thousands)
Real Estate Revenue	$	61,165	$	61,439	$	274		0.4	%
Real Estate Adjusted EBITDA	$	9,002	$	9,855	$	853		9.5	%

Real Estate revenue . Real Estate revenue increased $0.3 million, or 0.4%, from $61.2 million in fiscal 2011 to $61.4 million in fiscal 2012. IHM revenues increased $5.1 million due to higher occupancy and higher ADR and a $1.0 million increase in commercial revenues. Partially offsetting the increase in revenues was a decrease in IRCG revenues of $3.6 million related to lower point sales and a decrease in Playground revenues of $1.3 million related to a smaller number of units sold at Honua Kai.

Real Estate Adjusted EBITDA . Real Estate Adjusted EBITDA increased $0.9 million, or 9.5%, from $9.0 million in fiscal 2011 to $9.9 million in fiscal 2012. The increase in Real Estate Adjusted EBITDA was primarily related to a $0.3 million increase in Real Estate revenue and a $0.8 million decrease in Real Estate operating expenses, which decreased from $59.6 million in fiscal 2011 to $58.8 million in fiscal 2012. In addition, our income earned from receivables decreased $0.1 million while our pro rata share of EBITDA from our equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. increased by $0.1 million.

Liquidity and Capital Resources

Overview

Our primary goal as it relates to liquidity and capital resources is to attain and retain the optimal level of debt and cash to maintain and fund expansions, replacement projects and other capital investments and to ensure that we are poised for external growth in our industries. Our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, capital expenditures and servicing our debt.

Due to the seasonality of our business cycle, there are significant fluctuations in our cash and liquidity throughout the year. Our cash balances are typically at their highest at the end of our third fiscal quarter, following the ski season, and at their lowest toward the middle of our second fiscal quarter, before the start of the ski season.

Over the next 12 months, we anticipate cash flows from operations to be the principal source of cash and believe current assets and cash generated from operations will be sufficient to meet anticipated working capital needs, planned capital expenditures and debt service obligations. We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets. We may also elect to use cash from operations, debt or equity proceeds or a combination thereof to finance future acquisition opportunities.

Significant Sources of Cash

Historically, we have financed our capital expenditures and other cash needs through cash generated from operations. We generated $21.1 million, $43.4 million and $41.8 million of cash from operating activities during fiscal 2011, 2012 and 2013, respectively, and used $5.3 million and generated $0.4 million of cash from operating activities during the three months ended September 30, 2012 and 2013, respectively. We currently anticipate that our ongoing operations will continue to provide a significant source of future operating cash flows with the second and

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third fiscal quarters generating the highest cash flows due to the seasonality of our business. We have also generated significant cash flows in the fiscal years presented from asset sales, including our sale of the assets of Whistler Blackcomb and legacy real estate assets. These transactions generated $542.0 million, $4.8 million and $135.9 million of cash for fiscal 2011, 2012 and 2013, respectively, and $0.8 million and $0.1 million of cash for the three months ended September 30, 2012 and 2013, respectively. Following this offering, we do not expect to generate significant cash flows from non-core asset sales, as we have divested substantially all of our non-core real estate assets.

Our cash and cash equivalents balance as of September 30, 2013 was $44.9 million. As of September 30, 2013, after giving effect to the Pro Forma Transactions our cash and cash equivaltents balance was $59.1 million. Additionally, as of December 9, 2013, we had $25.0 million of available borrowings under the New Credit Agreement. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

Significant Uses of Cash

Our current cash requirements include providing for our working capital requirements, capital expenditures and servicing our debt. We generate the majority of our cash during the ski season, which is in our second and third fiscal quarters, primarily due to the seasonality of our business.

We make capital expenditures to maintain the high quality of our operations within our Mountain, Adventure and Real Estate segments. Many of these capital expenditures are non-discretionary, including snow grooming machine replacement, snowmaking equipment upgrades and building refurbishments. We also make capital expenditures that are discretionary in nature that are intended to improve our level of service or increase the scale of our operations, such as our commencement of construction of a new on-mountain restaurant and night skiing at Steamboat. We maintain a data driven approach to investment selection and the allocation of capital between competing opportunities. We have a centralized process to complete net present value, internal rate of return and sensitivity analyses for each investment idea. Senior management then reviews a prioritized list of potential investments to allocate capital to the ideas with the highest expected returns and the largest strategic benefits. Capital expenditures were $27.6 million, $30.1 million and $29.7 million in fiscal 2011, 2012 and 2013, respectively, or 4.9%, 5.9% and 5.7% of total revenue for fiscal 2011, 2012 and 2013, respectively. Capital expenditures were $5.1 million and $14.3 million for the three months ended September 30, 2012 and 2013, respectively, or 6.4% and 17.7% of total revenue for the respective periods. The increase in capital expenditures in the three months ended September 30, 2013 was attributable to several growth capital projects undertaken in the fiscal quarter. 

We paid principal, interest and fees to our lenders of $671.2 million, $92.2 million and $819.8 million for fiscal 2011, 2012 and 2013, respectively, and $15.6 million and $13.4 million for the three months ended September 30, 2012 and 2013, respectively. As of September 30, 2013, after giving effect to the Pro Forma Transactions, we had $540.0 million outstanding under the New Credit Agreement. In connection with the Restructuring, we were released as an obligor with respect to all of our debt owed to partners. For more information, see “—Debt,” “Description of Certain Indebtedness” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

Cash Flows for the Three Months ended September 30, 2012 and 2013

The table below sets forth for the periods indicated our net cash flow from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Three Months Ended September 30,
	2012			2013			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	(5,296	)	$	384		$	5,680
Investing activities		(4,344	)		(14,543	)		(10,199	)
Financing activities		(395	)		(1,679	)		(1,284	)
Effect of exchange rate on cash		786			923			137
Net decrease in cash and cash equivalents	$	(9,249	)	$	(14,915	)	$	(5,666	)

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Cash provided by operating activities increased $5.7 million, from cash used in operating activities of $5.3 million in the three months ended September 30, 2012 to cash provided by operating activities of $0.4 million in the three months ended September 30, 2013. The change was primarily a result of a decrease in interest paid as well as the timing of cash flows related to the change in working capital.

Cash used in investing activities increased $10.2 million, from $4.3 million in the three months ended September 30, 2012 to $14.5 million in the three months ended September 30, 2013. The change was primarily driven by higher capital expenditures associated with new revenue producing projects at our resorts.

Cash used in financing activities increased $1.3 million, from $0.4 million in the three months ended September 30, 2012 to $1.7 million in the three months ended September 30, 2013. The change was primarily due to contributions from partners received in the three months ended September 30, 2012 of $2.7 million, partially offset by a decrease in repayment of debt of $1.4 million.

Cash Flows in Fiscal 2012 compared with Fiscal 2013

The table below sets forth for the periods indicated our net cash flow from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Year Ended June 30,
	2012			2013			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	43,390		$	41,765		$	(1,625	)
Investing activities		(21,286	)		105,407			126,693
Financing activities		(41,518	)		(133,683	)		(92,165	)
Effect of exchange rate on cash		609			(622	)		(1,231	)
Net (decrease) increase  in cash and cash equivalents	$	(18,805	)	$	12,867		$	31,672

Cash provided by operating activities decreased $1.6 million, from $43.4 million in fiscal 2012 to $41.8 million in fiscal 2013. The change was primarily a result of additional interest paid in fiscal 2013 as well as the timing of cash flows related to the change in working capital.

Cash provided by investing activities increased $126.7 million, from cash used in investing activities of $21.3 million in fiscal 2012 to cash provided by investing activities of $105.4 million in fiscal 2013. The increase in cash provided by investing activities was primarily related to the sale of our equity investment in Whistler Holdings and certain non-core commercial properties in fiscal 2013.

Cash used in financing activities increased $92.2 million, from $41.5 million in fiscal 2012 to $133.7 million in fiscal 2013. In December 2012, we entered into the First Lien Credit Agreement and the Second Lien Credit Agreement, the borrowings under which were used to refinance and replace the borrowings under our outstanding senior indebtedness, including the payment of related prepayments fees, issuance costs, transaction and legal fees. Total costs of the debt refinancing were $21.9 million, which were recorded as deferred financing costs, and $11.2 million was recorded as a loss on extinguishment of debt.

Cash Flows in Fiscal 2011 compared with Fiscal 2012

The table below sets forth for the periods indicated our net cash flow from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Year Ended June 30,
	2011			2012			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	21,140		$	43,390		$	22,250
Investing activities		514,497			(21,286	)		(535,783	)
Financing activities		(572,797	)		(41,518	)		531,279
Effect of exchange rate on cash		6,694			609			(6,085	)
Net decrease in cash and cash equivalents	$	(30,466	)	$	(18,805	)	$	11,661

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Cash provided by operating activities increased $22.3 million, from $21.1 million in fiscal 2011 to $43.4 million in fiscal 2012. The change was primarily a result of a decrease in interest paid in fiscal 2012.

Cash used in investing activities increased $535.8 million, from cash provided by investing activities of $514.5 million in fiscal 2011 to cash used by investing activities of $21.3 million in fiscal 2012. In fiscal 2011, we disposed of our interest in the assets of Whistler Blackcomb and received proceeds of $513.0 million.

Cash used in financing activities decreased $531.3 million, from $572.8 million in fiscal 2011 to $41.5 million in fiscal 2012. The decrease was primarily related to the repayment of debt from the proceeds from the Whistler Blackcomb asset sale in fiscal 2011.

Debt

As of September 30, 2013, we were a party to the First Lien Credit Agreement, the Second Lien Credit Agreement and various credit agreements governing the notes payable to partners. As of September 30, 2013, $2.0 billion of borrowings were outstanding under these debt agreements. Our total remaining borrowing capacity under these debt agreements as of September 30, 2013 was $20.0 million. The First Lien Credit Agreement and the Second Lien Credit Agreement had a weighted average effective interest rate of approximately 8.0%. Notes payable to partners accrued interest without payment and unpaid interest was added on a quarterly basis to the principal balance.

On December 9, 2013, one of our subsidiaries entered into the New Credit Agreement. The borrowings under the New Credit Agreement, together with cash on hand and funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. In addition, on the date the New Credit Agreement was entered into, we were released as an obligor with respect to all of the notes payable to partners, together with all accrued and unpaid interest thereon. See “Description of Certain Indebtedness” and “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The New Credit Agreement contains affirmative and negative covenants that restrict, among other things, the ability of our subsidiaries to incur indebtedness, dispose of property and make investments or distributions. We expect our subsidiaries to meet all applicable covenants in our New Credit Agreement. However, there can be no assurance that our subsidiaries will meet such covenants. If such covenants are not met, we would be required to seek a waiver or amendment from the lenders who are parties to the New Credit Agreement. There can be no assurance that such waiver or amendment would be granted. The failure to obtain a waiver or amendment could result in the acceleration of the related debt, which could have a material adverse impact on our liquidity.

Contractual Obligations

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements, lease agreements and construction agreements in conjunction with our resort capital expenditures. A summary of our contractual obligations as of June 30, 2013 on a pro forma basis for the Pro Forma Transactions is set forth below:

Contractual Obligations(1)	Total		Fiscal 2014		2-3 years		4-5 years		More than 5 years
	(dollars in thousands)
New Credit Agreement	$	540,000	$	5,400	$	10,800	$	10,800	$	513,000
Estimated interest on New Credit Agreement		265,667		30,000		59,940		72,656		103,071
Capital lease obligations		26,082		2,658		22,641		289		494
Operating leases		39,715		11,568		13,670		7,383		7,094
Construction contract		2,041		2,041		—		—		—
Pension obligations		31,978		3,460		6,514		6,513		15,491
Purchase obligations and service contracts (2)		10,601		9,609		950		42		—
Total contractual obligations	$	916,084	$	64,736	$	114,515	$	97,683	$	639,150

(1) We do not expect any significant cash payments related to uncertain tax positions.

(2) Includes Steamboat’s contract with airlines that guarantees payment if minimum revenue goals are not attained by the airlines. For obligations with cancellation provisions, the amounts were limited to the non-cancelable portion of the agreement terms or the minimum cancellation fee. Also includes payments under a contract with a third-party provider of information technology services and payments under a guarantee of a loan agreement at Tremblant.

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Off Balance Sheet Arrangements

We do not have off balance sheet transactions that are expected to have a material effect on our financial condition, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures About Market Risk

Inflation

Inflation and changing prices have not had a material impact on our revenues, income (loss) from operations and net loss during any of our three most recent fiscal years or the three months ended September 30, 2012 and 2013.

However, to the extent inflationary trends affect short-term interest rates, a portion of our debt service costs, as well as the rates we charge on our consumer loans, may be affected.

Interest Rate Fluctuations

Our exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At September 30, 2013, we had $571.6 million of variable rate indebtedness, representing approximately 29% of our total debt outstanding, at an average interest rate for the three months ended September 30, 2013 of 8%. As of September 30, 2013, LIBOR was 0.2%. As our variable-rate borrowings have a LIBOR floor of 1.25%, a 100 basis point change in LIBOR would not affect our interest payments. Our market risk exposure fluctuates based on changes in underlying interest rates. In addition, prior to October 2008, we had outstanding interest rate swap contracts that were accounted for as cash flow hedges. The outstanding swap contracts were terminated, and the terminated swap liability is currently being recognized as an adjustment to interest expense.

Foreign Currency Fluctuations

In addition to our operations in the United States, we conduct operations in Canada from which we receive revenues in foreign currencies. Because our financial results are reported in U.S. dollars, fluctuations in the value of the Canadian dollar against the U.S. dollar have had and will continue to have an effect, which may be significant, on our reported financial results. A decline in the value of the Canadian dollar or any of the other foreign currencies in which we receive revenues against the U.S. dollar will reduce our reported revenues and expenses from operations in foreign currencies, while an increase in the value of any such foreign currencies against the U.S. dollar will tend to increase our reported revenues and expenses from operations in foreign currencies. Total Canadian dollar denominated revenues comprised approximately 46.3%, 44.3% and 41.6% of our total revenues for fiscal 2011, 2012 and 2013, respectively, and 63.6% and 62.4% for the three months ended September 30, 2012 and 2013, respectively. Total Canadian dollar denominated operating expenses comprised approximately 54.8%, 47.1%, 41.3%, 44.8% and 47.2% of our operating expenses for such periods, respectively. We believe that a weaker Canadian dollar as measured against the U.S. dollar tends to have a positive effect on visitation at our Canadian resorts and CMH and acts a natural hedge, as it increases the relative attractiveness of the pricing at these resorts among American guests and customers. Variations in exchange rates can significantly affect the comparability of our financial results between financial periods. We do not currently perform any foreign currency hedging activities related to this exposure. For additional information on the potential impact of exchange rate fluctuations on our financial results, see “Risk Factors—Risks Related to Our Business—We are subject to risks related to currency fluctuations.”

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. Actual results could differ from those estimates under different assumptions or conditions, and the impact of such differences may be material to our consolidated financial statements. The most significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Those critical accounting policies and estimates that require the most significant judgment are discussed further below.

Real Estate Held for Development

Real estate held for development is recorded at the lower of cost and net realizable value. We provide for impairment charges where the carrying value of a particular real estate property exceeds its estimated net realizable value. We periodically obtain third party valuations and record impairment charges when the carrying values of the properties are higher than fair value. We recorded impairment charges on real estate held for development in fiscal 2011, 2012 and 2013 and in the three months ended September 30, 2012 and 2013.

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Long-Lived Assets

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of each asset category. Certain buildings, area improvements and equipment are located on leased or licensed land and are depreciated over the lesser of the lease or license term

or its estimated useful life. These estimated useful lives range from three to 40 years. Finite-lived intangible assets consisting of permits and licenses, trademarks, customer relationships and other intangibles are amortized on a straight-line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to our future cash flows.

We must make estimates and assumptions when accounting for capital expenditures as either a maintenance expense or a capital asset. We capitalize costs incurred to renew or extend the term of a recognized intangible asset, such as permits and licenses, and amortize such costs over the remaining estimated life of the asset. In addition, depreciation and amortization expense on long-lived assets is dependent on the assumptions we make about the assets’ estimated useful lives. We determine the estimated useful lives based on our experience with similar assets and our estimate of the usage of the asset.

Long-lived assets subject to depreciation and amortization, including property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Considerable management judgment is necessary to evaluate the impact of operating changes and to estimate future cash flows. If actual results are not consistent with our estimates and assumptions used to calculate estimated future cash flows, we may be exposed to impairment charges. We recorded impairment charges on long-lived assets including finite-lived intangible assets in fiscal 2011, 2012 and 2013.

Goodwill

Goodwill is evaluated or tested for impairment annually as of June 30th, and at any time when events or conditions suggest impairment may have occurred. We perform a qualitative assessment to assess whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If the assessment indicates that a reporting unit may be impaired, we perform a two-step impairment test. For purposes of goodwill impairment testing, we compare the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of each reporting unit is determined based on expected discounted future cash flows. If the carrying amount of a reporting unit exceeds its fair value, the goodwill within the reporting unit may be potentially impaired. An impairment loss is recognized if the carrying amount of the goodwill exceeds implied fair value of that goodwill.

Considerable management judgment is necessary to initially value goodwill and to continually evaluate goodwill for impairment going forward, including the estimation of future cash flows, which is dependent on internal forecasts, available industry/market data (to the extent available), estimation of the long-term rate of growth for our business including expectations and assumptions regarding the impact of the timing and degree of any economic recovery, estimation of the useful life over which cash flows will occur (including terminal multiples), determination of the respective weighted average cost of capital and market participant assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and impairment for each reporting unit.

While historical performance and current expectations have resulted in fair values of our reporting units in excess of carrying values for fiscal 2013, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future. We recorded impairment charges on goodwill in fiscal 2011 and 2012.

Self-Insured Liabilities

We have a policy of self-insurance when the expected losses from self-insurance are low relative to the cost of purchasing third-party insurance at various deductible levels. The self-insurance program includes workers’ compensation in the United States and property, automobile and general liability coverage in the United States and Canada. An accrual for self-insured liabilities is recorded based on management’s best estimate of the ultimate cost to settle claims considering historical claims experience, claims filed and the advice of actuaries and plan administrators. Actual insurance assessments may differ from our estimates and require us to record additional expense.

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Income Taxes

Through September 30, 2013, we have recorded a valuation allowance against our net operating losses for all of the deferred tax asset due to uncertainty of their realization as a result of our earnings history, the number of years our net operating losses and tax credits can be carried forward, the existence of taxable temporary differences and near-term earnings expectations. The amount of the valuation allowance could decrease if facts and circumstances change that materially increase taxable income prior to the expiration of the loss carryforwards. Any reduction would reduce (increase) the income tax expense (benefit) in the period such determination is made by us.

Recent Accounting Pronouncements

Refer to note 2, Summary of Significant Accounting Policies, of the notes to the audited consolidated financial statements of Cayman L.P. for a discussion of new accounting standards.

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Industry

We are a ski and adventure company operating within the leisure industry. Our results of operations are affected by consumer discretionary spending. We compete primarily with other leisure, lifestyle, entertainment and travel related businesses and activities, for both consumers’ discretionary time and spend.

Macro-Economic and Consumer Trends

Our industry and business are generally affected by macro-economic conditions and trends and their impact on the consumer. As such, we believe that our industry will benefit from the continued recovery in the economy following the recessionary challenges that began in 2008. Numerous economic trends support the notion that the health of the general economy is improving, which we believe will enhance consumer discretionary spending. U.S. equity markets, as represented by the S&P 500 Index, are up 44.2% over the five year period ending September 30, 2013. Disposable personal income increased 4.0% during the same five year period. As of April 26, 2013, consumer confidence, as measured by the Consumer Sentiment Index, was up 38.2% from its five-year low experienced in November 2008 and has been consistently above its five-year average since January 2012. In addition, household net worth increased 30.8% since 2008.

 

It is our belief that as the economy continues to improve, consumers will have more disposable income and a greater inclination to engage in and spend on leisure activities, which will positively impact the leisure industry. Since experiencing a trough in 2009, leisure industry GDP growth has outpaced broader U.S. GDP growth in each of the past three years, driven in part by a steady increase in the U.S. consumer’s time and expenditures devoted to leisure activities.

 

Mountain Resort Industry

The North American mountain resort industry is an established industry with significant barriers to entry. The barriers for new ski resort development result from the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As such, no major ski resorts have been developed in the past 30 years, with the last major resorts opened being Blackcomb Mountain and Beaver Creek in 1980 and Deer

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Valley in 1981. Preliminary reports estimate that in the 2012/2013 ski season, there were 753 mountain resorts operating in North America, approximately 478 of which were located in the United States. The mountain resort industry is fragmented, as evidenced by the fact that companies that owned or operated four or more resorts made up less than 10% of the North American market.

North American mountain resorts range from small regional ski areas primarily attracting day visitors to large resorts offering a comprehensive vacation experience for both regional and destination guests. Resorts located near major metropolitan areas benefit from both large local populations and easy access to international airports. Local populations provide a stable source of season pass customers, which helps reduce the risks associated with adverse weather conditions and creates a base of loyal repeat visitors. Destination guests are often less price sensitive than regional guests, preferring to visit during weekend and peak holiday periods that generate higher ETP and higher lodging room rates.

Skier Visits and Effective Ticket Price

One of the principal measures of ski industry performance is the “skier visit,” which represents a person utilizing a ski ticket or ski pass to access a ski mountain for any part of one day, and includes both paid and complimentary access.

During the 10 years leading up to the 2008 financial crisis, skier visits grew at a CAGR of 1.7%, outpacing average United States and Canadian combined population growth of 1.2%, and ETP grew at a CAGR of 4.4%, outpacing core inflation of 2.2% during the same period.

Following the peak of the financial crisis in 2008, skier visits decreased by a mere 6.3% from the 2007/2008 ski season historical record of 80.8 million. In the following seasons, skier visits began a sustained recovery and nearly reached record levels again during the 2010/2011 ski season with 79.4 million visits. Although skier visits were down during the 2011/2012 ski season as a result of the lowest amount of snowfall in 20 years, skier visits increased again in the 2012/2013 ski season. In addition, during the past five years, despite high unemployment and fragile economic conditions, the industry has maintained the ability to increase ETP, with a CAGR of 2.7%, outpacing core inflation of 1.6%.

North American Ski Resort Visits and U.S. Effective Ticket Price (Visits in Millions)

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Market Trends

Over the last several decades, there has been a trend of consolidation within the mountain resort industry. The number of mountain resorts in North America has declined from 1,025 in the 1984/1985 ski season to an estimated 753 in the 2012/2013 ski season. Smaller mountain operators have underperformed and become less competitive than their larger multi-resort peers as a result of funding pressures from significant capital requirements. As a result, many smaller mountain operators have been forced to close. We believe this trend will continue and create an opportunity for increased mergers and acquisitions activity as larger multi-resort operators benefit from economies of scale in administration, access to capital and the ability to offer customers attractive multi-resort products.

In addition, the introduction of high-speed lifts, innovations in ski equipment, the growing popularity of snowboarding, improved snowmaking capabilities and changes in industry demographics have all played a significant role in the growth, stability and long-term sustainability of the ski industry. Along with improving the on-mountain ski experience, resorts have sought to address demands from consumers to provide a broader winter experience beyond skiing activities through the development of nightlife, entertainment, shopping, dining and spa amenities aimed at creating a higher-end, luxury resort experience. This trend became a source of growth as many resorts looked to real estate sales and development to create ancillary operations such as luxury lodges, condos and base villages with retail shops, restaurants and hotels. Eventually, this expansion led to the creation of the four-season resort experience, which allowed for year-round activities at many of the large destination ski resorts. Operators began adding amenities like golf courses, tennis courts and mountain biking trails, and offering warm weather activities such as sightseeing, river rafting, hiking, fishing, zip lining and horseback riding, all of which have served to mitigate the seasonality of the ski business.

Adventure Travel Industry

The Adventure Travel Trade Association and George Washington University define “adventure travel” as tourism activities involving two of the following three attributes: physical activity, interaction with nature, and cultural learning or exchange.

We believe the adventure travel industry is large, profitable, growing rapidly and highly fragmented. Compared to prior years, consumers are more cognizant of their health and general well-being, and are both living longer and leading more active lifestyles. In recent years, consumers have been spending a greater proportion of their income on wellness and have taken a more holistic approach to their health, including making a conscious effort to participate in leisure and recreational activities that also provide many of the benefits of traditional exercise. We believe that the industry’s growth profile allows for expansion as well as the opportunity for larger operators to leverage their scale through consolidation.

We believe that there are currently less than 75 heli-skiing and snowcat-accessed skiing operators in North America, with most heli-skiing and catskiing occurring in British Columbia due to the vast alpine wilderness and consistent annual snowfall. The demographic of participants in the heli-ski industry has evolved over the past few decades, in large part due to improvements in ski equipment technology that have made the activity accessible to less fit and less skilled skiers. Today, intermediate skiers who can confidently navigate the advanced slopes at lift-accessed resorts have sufficient skill and physical conditioning to participate in heli-skiing. Given the growing popularity of backcountry skiing, we believe heli-skiing will continue to become an increasingly popular activity.

Real Estate

We own land available for development in and around our mountain resorts. This land is primarily reserved for residential vacation home as well as commercial development, such as the build-out of village areas and hotels. We believe the demand for vacation homes is reliant on the overall health of the U.S. real estate market and, in particular, the housing market.

The health of the housing market fluctuates with macro-economic trends and consumer sentiment. Key factors that influence consumer perception towards housing include stock market performance, unemployment levels and mortgage interest rates. As the broader economy has improved, so too has the housing market. For the four years ending August 31, 2013, new housing starts have increased by 24.1%. The Housing Price Index has risen 9.9% for the four years ending June 30, 2013. Increasing home prices give consumers the confidence to invest in home ownership. According to the National Realtors Association, existing single family home sales have increased by 10.9% in the last year.

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Along with the recovery in the housing market, vacation home sales have increased 10% year-over-year in 2012 to represent 11% of all home sale transactions in 2012, while the median sales price for vacation homes in 2012 increased 24% over the prior year. However, despite these strong trends, the median vacation home price and the number of vacation homes sold in the most recent year still remain well below the peak in 2005/2006, suggesting room for continued growth. Mountain home sales values and volumes in select resort destinations have outpaced the overall vacation home market. In Steamboat, median prices during December 2012 and January 2013 were up 36% over the prior year periods. Other major destination resort markets across the western United States experienced similar gains with unit sales at Vail up 29%, Lake Tahoe up 18% and Sun Valley up 51%.

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Our Business

Overview

We are a North American premier mountain resort and adventure company, delivering distinctive vacation and travel experiences to our guests for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and more than 1,150 acres of land available for real estate development. We also operate an adventure travel business, the cornerstone of which is CMH, the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking to more skiable terrain than all lift accessed mountain resorts in North America combined. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties; manage condominium hotel properties; and sell and market residential real estate. During fiscal 2013, our portfolio of resorts received more than six million visitors from all 50 states and more than 100 countries, and we generated total revenues of $524.4 million.

We manage our business through three reportable segments: Mountain, which accounted for 65.5% of fiscal 2013 reportable segment revenue; Adventure, which accounted for 22.0% of fiscal 2013 reportable segment revenue; and Real Estate, which accounted for 12.5% of fiscal 2013 reportable segment revenue.

Through our Mountain segment, we operate five four-season mountain resorts: Steamboat Ski & Resort in Colorado; Winter Park Resort in Colorado; Mont Tremblant Resort in Quebec; Stratton Mountain Resort in Vermont; and Snowshoe Mountain in West Virginia. Through this segment, we also hold a 50% interest in Blue Mountain Ski Resort in Ontario. Our mountain resorts offer a breadth of activities for individuals of all ages that combine outdoor adventure and fitness with a wide variety of resort-based services and amenities, including retail, equipment rental, dining, lodging, ski school, spa services, golf, mountain biking and other summer activities. Our four-season mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada, which we believe helps reduce our financial exposure to any single geographic area as weather patterns and economic conditions vary across these regions. Each of our mountain resorts is located within convenient driving distance to major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. In each of our markets, our mountain resorts are established leaders with a reputation for some of the best skiing, amenities and experiences.

Through our Adventure segment, we own and operate CMH, the premier heli-skiing adventure company in North America. CMH has been providing heli-skiing trips for the past 50 years and currently provides helicopter accessed skiing, mountaineering and hiking on 3.1 million powder-filled acres of terrain in British Columbia, which amounts to more skiable terrain than all lift accessed mountain resorts in North America combined. In addition to providing what we believe is an unparalleled skiing and backcountry experience in North America, CMH provides accommodation, service and dining at its lodges, nine of which are owned by us. In support of CMH’s skiing, guiding and hospitality operations, we own a modified fleet of 40 helicopters and operate a helicopter maintenance, repair and overhaul business. CMH’s integrated operating model enables us to scale the business and increase guest visits with limited reliance on third party providers. In addition, to more efficiently utilize our aircraft and CMH pilots year round, we provide heli-hiking, fire suppression and utility services during the summer months. By utilizing the same pilots each ski season who have an average of over 7,000 hours of experience flying in the high alpine and who possess extensive knowledge of the terrain, we believe CMH is able to provide a more consistent guest experience.

We also have a portfolio of more than 1,150 acres of core development parcels surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts, much of which is located adjacent or proximate to the ski trails, including ski-in ski-out parcels. As of November 30, 2013, this land had an appraised value of $154.0 million. We believe that our real estate platform and expertise will enable us to capitalize on improving economic conditions related to commercial and residential real estate through the potential future development of our core entitled land. We are currently working with consultants and architects to develop strategies for future development of this land in concert with planning for on-mountain and base village improvements. In addition to our core entitled land holdings and development planning, we maintain the capability to manage, market and sell real estate through IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our residential real estate sales and marketing business.

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Our Strengths

Geographically Diversified Market Leading Mountain Resorts. We are one of the largest mountain resort companies in North America based on skier visits. Our portfolio of mountain resorts offers what we believe are distinctive experiences at some of North America’s most popular destinations. We have invested heavily in the development of lifts, trails, snowmaking capabilities and pedestrian villages with a large bed base and a variety of retail and dining options at our mountain resorts. We believe that these investments have established our resorts as the market leaders they are today. Our mountain resorts are dispersed throughout North America, with locations in the Eastern United States, the Rocky Mountains, the Pacific Southwest and Canada. During fiscal 2013, no single resort accounted for more than 16% of our total revenue. In addition, our resorts are located within convenient driving distance to large metropolitan areas with high concentrations of affluent skiers and major airports, such as New York City, Boston, Washington D.C., Pittsburgh, Denver, Los Angeles, Montreal and Toronto. This provides us a strong base of regional and destination visitors, which we believe helps reduce our financial exposure to any single geographic region as weather patterns and economic conditions can vary across regions. We believe that this is a differentiating factor from our competitors, many of which have more geographically concentrated businesses.

North America’s Premier Mountain Adventure Company. The cornerstone of our adventure business is CMH, the largest heli-skiing business in North America. CMH’s operating area encompasses 3.1 million acres of high alpine terrain across British Columbia, which we believe offers an unparalleled skiing and backcountry experience. Repeat visitors accounted for the majority of CMH’s guests during fiscal 2013. With its global brand, portfolio of terrain, collection of 11 lodges and integrated aviation support, CMH is North America’s leading heli-skiing platform and is positioned to further grow within the adventure travel industry. Through our CMH operations, we have also developed expertise in marketing adventure travel to the affluent as well as expertise in high-end logistics and hospitality. We believe that we will be able to leverage these core competencies to grow our adventure travel offerings both within heli-skiing and in other areas.   

Strong Competitive Position with High Barriers to Entry. We operate or have an ownership interest in three of the top 10 mountain resorts in the United States as measured by skier visits. We also operate or have an ownership interest in what we believe are two of the top three mountain resorts in Canada as measured by skier visits. There are significant barriers to entry to new ski resort development in North America resulting from the limited number of remaining suitable sites, the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As a result, no major ski resorts have been developed in the past 30 years. We believe these competitive dynamics have supported the ski industry’s ability to raise Effective Ticket Price by a 2.7% CAGR over the past five years, despite high unemployment and fragile economic conditions.

Customer Base with Significant Discretionary Income. We generally attract a more affluent customer than many other leisure activities. In fiscal 2013, the average household income of guests at our mountain resorts was more than $135,000. Given the quality of our assets and our affluent customer base, we believe that there is a long-term opportunity to increase revenues through cross-selling and upselling our guests. We maintain a database of more than 2.2 million past resort guests and are able to use this database to cross-sell and upsell new experiences within our portfolio of resorts and at CMH to our guests, season pass holders, second home owners and vacation club members.  

Significant and Expanding Base of Season Pass Holders. We have loyal guests who visit our resorts frequently every year. Many of these guests purchase season passes or frequency products and either own real estate at our resorts or are potential future buyers of vacation real estate. Season pass and frequency product revenue contributed $42.5 million, $45.2 million and $48.0 million to lift revenues for fiscal 2011, 2012 and 2013, respectively, and represented 30.7%, 34.4% and 33.2% of our lift revenues during these respective years. While there can be no assurance that the number of season pass holders at our mountain resorts will remain constant or increase in future years, season pass and frequency product revenue has grown at a CAGR of 6.3% over the three year period ended June 30, 2013. Moreover, 69.8% of our fiscal 2013 season pass holders owned season passes at our resorts during prior ski seasons, representing a strong source of recurring cash flow. This source of recurring and stable revenue reduces our sensitivity to economic conditions and weather, and provides a base line of predictability that allows us to focus on pursuing growth and value creating opportunities for our businesses.

Experienced Management Team. Our management team, which is comprised of professionals with wide ranging experience in resort, real estate and leisure operations, has significant experience managing mountain resorts. We believe our management team has demonstrated its ability to adapt and adjust the business during economic downturns and to grow the business. In addition, our management team has extensive experience in identifying and

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evaluating businesses for acquisition, performing in-depth due diligence, negotiating with owners and management, and structuring, financing and closing acquisition transactions. We have also attracted qualified and dedicated resort chiefs who have an average of 11 years of service with us and 26 years of experience in the ski industry. We believe that the experience of our management team and resort chiefs is a significant contributor to our operating performance.

Growth Strategies

Consumer discretionary spending has increased as the economy has improved and, as the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We also expect recreational adventure and experiential travel to continue to gain in popularity as individuals, including the important “baby boomer” generation, live longer, healthier lives. In light of these trends, we intend to employ the following strategies to drive growth within our businesses:

Increase Revenues.

· Increase prices at our mountain resorts and CMH. During the past five years, despite high unemployment and fragile economic conditions over much of that period, the mountain resort industry has increased Effective Ticket Price at a CAGR of 2.7%, outpacing core inflation of 1.6%. As the economy continues to improve, we believe that consumers will have more disposable income and a greater inclination to increase spending on leisure activities, such as skiing and adventure travel. We believe that these trends, combined with growth capital investments to improve the guest experience, will provide us with the opportunity to increase prices without impacting our customers’ perception of the value of our products.

· Grow visitation at our mountain resorts and CMH. There are four components of our strategy to grow visitor volume. First, we intend to leverage our existing customer database of 2.2 million skiers and adventure travelers to cross sell existing customers on new experiences within our portfolio of properties. Second, we are investing in new websites, e-commerce platforms and customer relationship management systems. In combination, these tools provide our sales and marketing team with greater insight into the preferences and purchasing patterns of existing and prospective customers, enabling us to make customized vacation offers and increase the likelihood of purchase. In addition, we believe that customer relationship management will enable front line employees to provide a higher level of guest service as they will have the guest's pertinent information on-hand, which will allow our employees to immediately cater to that guest's needs. Third, we are developing new products that target previously underserved market segments. Examples include a new season pass product available for young professionals and the addition of new small group and private trip options at CMH to meet demand from affluent CMH customers. Fourth, we are investing in revenue management systems to optimize our variable pricing strategy. These systems provide us with real-time demand data, enabling us to effectively raise prices for vacations and ticket products during periods of peak demand and lower prices to increase visitor volume during periods of off-peak demand.

· Targeted growth capital investments. We believe there is a significant opportunity to further increase revenues, visitation as well as utilization of our assets during off-peak periods by developing new activities and improved amenities at our mountain resorts and CMH. We are also focused on developing new recreational activities, attractions and amenities at our mountain resorts to maximize visitation and utilization of our assets during off-peak periods, including non-winter seasons, weekdays and evenings. We have a pipeline of projects that are actionable in the near-term, including adding night skiing at Steamboat this season with the goal of keeping guests on the slopes and at our venues longer into the evening and the expansion of our skiable terrain at Winter Park and Steamboat, which we believe will increase visitor volume and revenue per visit. We have also greatly increased the summer offerings at our resorts with the recent additions of mountain biking, zip lines, mountain coasters and other activities, and we believe we have the opportunity to expand our summer offerings further in the future. In addition, we are increasingly hosting special events and entertainment, such as the IRONMAN^® 70.3 World Championship at Tremblant and MusicFest at Steamboat, to stimulate visitation during off-peak periods. We believe we have the opportunity to execute similar high return-on-investment resort improvement projects in the future.

Continue to Improve Operating Efficiency and Margins. We continue to focus on driving financial improvement and operational synergies. We believe that, as a multi-resort operator, we have significant opportunities to benefit from our scale of operations through centralization of key functions such as sales and marketing, human resources, accounting, finance, legal, procurement, insurance and technology. Our Denver headquarters provides a

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platform for further centralization of these key areas where there is an opportunity to benefit from economies of scale and leverage the skills of our senior management team. We believe that these operating efficiencies, combined with price and volume increases, will enable us to grow our margins. In addition, a significant portion of the operating costs at our mountain resorts is variable and can be rapidly adjusted in response to fluctuations in our business. For example, during the 2011/2012 ski season, our management team was able to adjust operating costs at our resorts in response to the lowest amount of natural snowfall in North America in 20 years.

Pursue Strategic Acquisitions and Operating Relationships. The North American ski industry is highly fragmented, with approximately 753 ski areas in North America, of which fewer than 10% are owned by operators that operate four or more ski resorts. As a result of the advantages that we enjoy as a multi-resort operator, we believe we will have the opportunity to acquire complementary resorts in the future at attractive valuations. We evaluate the strategic fit of potential acquisitions based on the opportunity to enhance product offerings, such as multi-resort pass products, achieve operational synergies and expand our operating footprint. As a multi-resort operator, we believe we can generate substantial revenue and cost synergies through strategic acquisitions by leveraging our existing customer database of 2.2 million contacts for cross-resort marketing, by offering guests multi-resort products and by taking advantage of economies of scale in administration and pooled purchasing.

Through our CMH operations, we have developed expertise in marketing adventure travel to the affluent as well as expertise in high-end logistics and hospitality.  We expect adventure travel to gain in popularity and believe that we will be able to leverage our core competencies to improve the revenues and operating efficiency of strategic acquisitions within the adventure travel industry. 

We also intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships.

Monetization of Real Estate. We own more than 1,150 acres of land available for development at our mountain resorts, much of which is adjacent or proximate to the ski trails at the resorts, including ski-in and ski-out parcels. As the “home team” operator in our resort communities, we have a competitive advantage relative to other developers at our resorts because we are uniquely able to add additional value to real estate by bundling it with amenities and products at our resorts that we control. We also own or lease commercial properties within the villages at our resorts, which provides us with the opportunity to control the mix of activities and food, beverage and retail outlets in order to create an atmosphere that makes our resort communities more attractive to potential home buyers. With improvement in the second home and vacation home markets, we believe that we can generate significant profits from the future development of our core entitled land at our resorts. Additionally, although we cannot guarantee that incremental visitor growth at our resorts will occur, to the extent that future development increases the number of units and beds at our resorts, we believe that the extra lodging capacity will support incremental visitor growth and profits.

Business Operations

We operate our business through three reportable segments: Mountain, Adventure and Real Estate. 

Mountain

Our four-season mountain resorts are geographically diversified across North America’s major ski regions, which we believe reduces our financial exposure to any single geographic area as weather pattern and economic conditions vary across these regions. Each of our mountain resorts within our Mountain segment is located within convenient driving distance to major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, Montreal and Toronto. In each of our markets, our mountain resorts are established leaders with a reputation for some of the best skiing, amenities and experiences. 

Our four-season mountain resorts offer a breadth of activities for individuals of all ages that combine outdoor adventure and fitness with a wide variety of resort-based services and amenities, including retail, equipment rental, dining, lodging, ski school , spa services, golf, mountain biking and other summer activities. We own or manage many of these services and amenities, which allows us to capture a larger proportion of guest spending as well as ensure product and service quality at our resorts. In this way, each of our mountain resorts operates as a collection of small businesses allowing us to derive revenues from a wide variety of sources, including the following:

• Lift Pass Products. We offer guests a wide variety of lift pass products targeted to particular customer segments. These products include season passes, frequency passes and single- and multi-day tickets. Season

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pass products are available for purchase prior to and during the ski season. We offer both unlimited and restricted season passes, the latter blocking out pre-determined periods (i.e., certain holidays). Season pass products provide a value option to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our resorts in advance of the ski season and typically ski more days each season at our resorts than those guests who do not buy season passes. As such, our season pass program drives strong customer loyalty, mitigates our exposure to weather and generates ancillary guest spending. Frequency pass products are valid for a specific period of time, providing our guests with flexibility as to when they visit our resorts during that timeframe. Single- and multi-day tickets constitute the balance of our lift pass products. Compared to frequency pass products, multi-day tickets have a shorter timeframe for their use. Most lift pass products are valid at a specific resort, although we also offer some products, such as our Rocky Mountain Super Pass PlusTM and our Rocky Mountain Super PassTM, that are valid across multiple resorts owned by us and third parties with whom we have contractual relationships.

• Lodging. We manage lodging properties and condominiums at and in close proximity to our mountain resorts. Historically, newly constructed townhomes and condominiums were sold to owners who placed the units into a rental pool managed by us. We perform a full complement of guest services for third-party property owners, including reservations, property management and housekeeping. In return for performing these services, we receive a portion of the revenue from the rental of these properties.

• Ski School. We are the exclusive operator of the ski school at each of our mountain resorts. Our ski schools offer a wide variety of private and group ski and snowboard lessons, which cater to all ages and skill levels. In the summer months, several of our resorts provide mountain biking lessons.

• Rental and Retail Shops. We offer a large rental fleet of ski, snowboard and mountain biking equipment at our mountain resorts. We also operate a range of retail shops at our mountain resorts. Shopping is generally an important part of the guest vacation experience and an appropriate mix of retail options is important to the total resort framework. Retail revenue also helps stabilize our daily and weekly cash flows, as our shops tend to have the strongest sales on poor weather days. Our retail shops are located on the mountains and in the base areas. On-mountain shops generally sell ski accessories such as goggles, sunglasses, hats and gloves while base-area shops sell these items as well as hard goods such as skis, snowboards, boots and larger soft goods such as jackets and other winter outerwear. In addition, our resorts offer our own logo-wear. In the non-winter seasons, most of the on-mountain shops are closed and the base-area shops sell mountain bikes, hiking and other outdoor products, and warm-weather apparel. The large number of retail locations operated by us allows us to improve margins through large quantity purchase agreements.

• Food and Beverage. Food and beverage is an important component in providing a satisfying guest experience. The introduction of high-speed lifts in the late 1980s has allowed skiers to ski more runs in a shorter period, thereby providing more time for other activities, such as dining. We own and operate the on-mountain food and beverage facilities at our mountain resorts. These facilities include restaurants, bars, cafes, warming huts, cafeterias and upscale dining options. At each of our mountain resorts, we also own and operate many of the base-area restaurants and bars as well as many of the food service outlets in the village centers.

• Other. We generate additional revenue from a wide variety of activities and ancillary operations, including private clubs, municipal services (e.g., plowing roads), call centers, parking operations, golf courses, summer base area activities, strategic alliances, entertainment events and other resort activities.

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The following table summarizes certain key statistics relating to each of our mountain resorts within our Mountain segment as of September 30, 2013.

Resort	Location	Year Opened		Average Snowfall(1)		Maximum Vertical Drop		Skiable Terrain		Snowmaking Coverage		# of Trails		# of Lifts		Lodging Units Under Mgmt.		Food & Beverage Outlets Operated		Retail & Rental Outlets Operated
				(inches)		(feet)		(acres)		(acres)
Steamboat	Colorado		1963		363		3,668		2,965		375		165		18		317		18		16
Winter Park	Colorado		1939		322		3,060		3,081		313		143		25		348		14		11
Tremblant	Quebec		1939		163		2,116		654		465		95		14		896		11		20
Stratton	Vermont		1961		151		2,003		624		474		94		11		415		11		10
Snowshoe	West Virginia		1974		166		1,500		251		251		57		14		1,149		16		13
Blue Mountain (50%)	Ontario		1941		78		720		281		236		36		14		1,027		9		9

(1) Based on the eight-year historical average of snowfall during the 2005/2006 ski season through the 2012/2013 ski season.

Steamboat Ski & Resort  (operating since 1963) is located in the Colorado Rocky Mountains, 157 miles northwest of Denver, with access via direct flights from New York, Los Angeles, Chicago, Houston, Atlanta, Minneapolis, Seattle, Dallas and Denver. The town of Steamboat Springs, Colorado, where Steamboat is located, has a strong heritage of winter sports, as evidenced by the 79 winter Olympians that have trained in the town. With the potential to add an additional 430 acres of skiable terrain, the resort features a combination of high-end guest services (such as a full service spa and fine dining restaurants), an 1880’s western atmosphere and some of the most consistent snowfall in the Rocky Mountain region. The resort receives approximately 363 inches of light, dry powder snow each ski season, which we refer to in our marketing materials as Champagne Powder^® snow. Average snowfall at Steamboat is 25% more than the historical Rocky Mountain regional resort average of 290 inches.

We acquired Steamboat in 2007 from the American Skiing Company and have invested more than $25.0 million on mountain and base area improvements, such as terrain and snowmaking upgrades, two new high speed chairlifts and food court remodels. For the 2013/2014 ski season, Steamboat will open a new on-mountain lodge with a seating capacity of over 250 in the main dining level of its restaurant. In addition, we are adding night skiing at Steamboat for the 2013/2014 ski season.

Winter Park Resort (operating since 1939) is located in the Colorado Rocky Mountains, 67 miles west of Denver, and is one of the closest resorts to the Denver metropolitan area’s nearly three million residents. The resort, which is comprised of Winter Park Mountain, Mary Jane Mountain, Vasquez Cirque and Vasquez Ridge, is the longest operating mountain resort in Colorado and has long been referred to in our marketing materials as Colorado’s Favorite^®. The resort receives an average snowfall during the ski season of approximately 322 inches and features six terrain parks and “world-class” mogul skiing, as described by Powder Magazine. Winter Park has the option to add an additional 837 acres, which would expand our skiable terrain by approximately 27%. Each summer, Winter Park transforms into a mountain biking destination, with one of the largest bike parks in the United States. Winter Park has recently expanded the bike park and has added tubing to its slate of winter activities.

The City of Denver opened Winter Park in 1939 to provide a winter recreational area to the public. In 2002, we entered into a long-term lease with the WPRA, an instrumentality of the City of Denver, to operate the resort and develop land at the base area. See “—Properties—Winter Park Operations.”

Mont Tremblant Resort (operating since 1939) is located in Quebec, within a two hour drive from the Montreal metropolitan area’s nearly four million residents and the Ottawa metropolitan area’s nearly 1.2 million residents. The resort is consistently ranked as one of the top ski resorts in Eastern North America by Ski

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Magazine. With 2,116 feet of vertical drop and snowmaking on 77% of trails, Tremblant offers guests the opportunity to ski down one of the biggest vertical drops in eastern Canada. In the summer, guests can play golf on two 18-hole golf courses, mountain bike, enjoy the pedestrian village and attractions or take in Tremblant’s free outdoor concerts.

Since acquiring Tremblant in 1991, we have significantly expanded the ski facilities and terrain, including the addition of high-speed detachable quad chairlifts, eight-passenger gondolas, a 1,000-seat mountain-top restaurant and an upgraded snowmaking system.

Stratton Mountain Resort (operating since 1961)is located in Southern Vermont approximately 220 miles north of New York City and approximately 150 miles northwest of Boston, whose metropolitan areas have a combined population of more than 23 million residents. Situated on one of the tallest peaks in New England, Stratton is widely considered the birthplace of snowboarding. Stratton features a vertical drop of 2,003 feet and snowmaking on 93% of trails. Stratton’s summer amenities feature 27 holes of golf, a 22-acre golf school and a sports and tennis complex. Winter and summer guests are also able to enjoy Stratton’s pedestrian village.

We acquired Stratton in 1994 and have made significant capital improvements, including a private club, upgraded snowmaking capabilities and lift infrastructure.

Snowshoe Mountain Resort (operating since 1974) is located in West Virginia and is one of the largest ski resorts in the Southeast region of the United States. Snowshoe primarily draws guests from the Baltimore-Washington D.C. and Pittsburgh metropolitan area’s combined 11.7 million residents, as well as the Southeastern United States. The 251 acre resort has the biggest vertical drop in the region (1,500 feet) and receives an average snowfall during the ski season of approximately 166 inches while also enjoying 100% snowmaking coverage. The resort’s mountaintop village offers a variety of nightlife, dining and retail options. Snowshoe was named #1 Overall Ski Resort and #1 for Nightlife in the Mid-Atlantic by OnTheSnow.com, a popular skiing website, in 2012.

We acquired Snowshoe in 1995 and have made significant capital improvements, including new lifts, snowmaking, terrain expansion as well as a spa and a zipline located in the village. 640 additional acres of land are available at Snowshoe for resort expansion.

Blue Mountain Ski Resort (operating since 1941) is located in Ontario, approximately 90 miles northwest of Toronto’s approximately 5.6 million residents. With 281 skiable acres and snowmaking on 93% of trails, Blue Mountain is both the largest and most popular resort in Ontario. Blue Mountain also operates a year round conference center and offers a suite of summer amenities, including an 18-hole golf course, an open-air gondola, a mountain biking facility, a waterfront park and a mountain roller coaster

We acquired a 50% interest in Blue Mountain Resorts Limited in 1999. Since then, the resort has undergone major renovations, including installation of advanced snowmaking systems, service buildings, lodge upgrades, a conference center and the ongoing development of a 40-acre pedestrian village located at the base of the mountain. We expect to add six new trails and an additional high-speed chairlift at Blue Mountain in the 2013/2014 ski season.

We are party to a shareholders agreement with Blue Mountain Holdings, the owner of the other 50% interest in Blue Mountain Resorts Limited. The agreement provides for certain board of directors nomination rights, pre-emptive rights, rights of first offer between the shareholders, as well as drag along and tag along rights. In addition, subject to certain requirements, we have a call option on the equity interest held by Blue Mountain Holdings at 110% of fair market value and Blue Mountain Holdings has a put option, which would require us to purchase up to all of the equity interests held by Blue Mountain Holdings at 90% of fair market value. See “Risk Factors—Risks Related to Our Business—Pursuant to a shareholders agreement, we may be required to purchase Blue Mountain Resorts Holdings Inc.’s equity interest in Blue Mountain Resorts Limited.”

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The following table shows historical snowfall at our resorts compared to their corresponding regional resort averages:

	Historical Average Snowfall(1)
	Resort	vs.	Region(2)	% Difference
	(inches)		(inches)
	363		290	25.2%
	322		290	11.0%
	163		140	16.4%
	151		140	7.9%
	166		58	186.2%
	78		—(3)	—

(1) Based on eight-year historical average of snowfall during the 2005/2006 ski season through the 2012/2013 ski season.

(2) Source: Kottke National End of Season Survey. Note Tremblant is compared to the Northeast U.S. regional resort average.

(3) Comparable data for Blue Mountain not available.

 Competition

There are significant barriers to entry for new ski resort development in North America resulting from the limited number of remaining suitable sites, the difficulty in obtaining necessary government permits and the significant capital required for development and construction. As such, no major ski resorts have been developed in the past 30 years, with the last major resorts opened being Blackcomb Mountain and Beaver Creek in 1980 and Deer Valley in 1981.

Competition within the ski resort industry is based on multiple factors, including location, price, weather conditions, the uniqueness and perceived quality of the terrain for various levels of skill and ability, the atmosphere of the base village, the quality of food and entertainment and ease of travel to the resort (including direct flights by major airlines). We believe we compete effectively and our competitive position is protected, due to the unique attributes and geographic diversity among our portfolio of mountain resorts. We believe that our mountain resorts feature a sufficient quality and variety of terrain and activities to make them highly competitive with other mountain resorts.

Our resorts directly compete with other mountain resorts in their respective local and regional markets, as well as with other major destination resorts. Our individual mountain resorts primarily compete as follows:

• Steamboat’s primary competition is from Breckenridge Ski Resort in Colorado, Park City Mountain Resort in Utah and other large international ski destinations.

• Winter Park’s primary competition is from Copper Mountain Resort, Keystone Resort and other ski resorts located in Colorado’s Front Range.

• Tremblant’s primary competition is from Mont-Sainte-Anne, Mont Blanc, Le Massif and Mont Saint-Sauveur, all located in Quebec, other resorts in the Laurentian Mountains, and both Jay Peak and Stowe Mountain in Northern Vermont.

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• Stratton’s primary competition is from other mid-to-large size ski resorts in Southern Vermont, including Okemo, Mount Snow and Killington Resort.

• Snowshoe’s primary competition is from ski resorts in the mid-Atlantic, such as Seven Springs Mountain Resort located in Pennsylvania, and Bryce Resort and Wintergreen Resort, both located in Virginia.

• Blue Mountain’s primary competition is from Horseshoe Valley Resort and Mount St. Louis, both located in Ontario, and Holiday Valley Resort in western New York.

Adventure

The cornerstone of our Adventure segment is Canadian Mountain Holidays, the leading heli-skiing adventure company in North America. CMH has been providing heli-skiing trips for the past 50 years and currently operates in the Purcell, Selkirk, Monashee and Cariboo mountains of eastern British Columbia from 11 lodges, nine of which are owned by us. CMH’s operating area encompasses 3.1 million acres of terrain granted under renewable 10 to 30 year licenses from the government of British Columbia for heli-ski/heli-hiking operations. CMH’s acreage amounts to more skiable terrain than all lift access mountain resorts in North America combined. Guests at CMH typically ski more than 18,000 vertical feet per day, with some runs providing up to 7,820 vertical feet.

The following is a summary of CMH’s existing tenures:

Lodges Associated with Tenure	Mountain Range	Skiing Terrain
			(acres)
Adamant	Selkirks		259,559
Bobbie Burns	Purcells & Selkirks		260,111
Bugaboo	Purcells		251,274
Cariboo(1)	Cariboos		346,462
Galena	Selkirks		288,478
Gothics	Selkirks & Monashees		308,716
CMH K2	Selkirks & Monashees		282,782
McBride	Cariboos		399,770
Monashee	Monashees & Selkirks		367,577
Revelstoke	Monashees & Selkirks		329,584
Valemount(1)	Cariboos		346,462

(1) Cariboo and Valemount lodges share the same tenure.

In the winter, CMH offers three- to seven-day heli-skiing trips. In the summer, CMH provides a variety of adventure vacation packages in the British Columbia mountains. CMH trips typically include all meals, snacks and non-alcoholic beverages, all lodge accommodations and use of lodge facilities and the services of certified guides. In fiscal 2013, we realized CMH RevPGN of approximately $1,700.

CMH hosted 6,358 paid guests during fiscal 2013, approximately 87% of whom participated in heli-skiing trips. A majority of CMH’s guests for fiscal 2013 were repeat CMH customers. CMH’s client base is geographically diverse. For fiscal 2013, 54% of total guests came from North America, 37% came from Europe and 9% came from Australia, Asia and South America.

To support CMH’s skiing, guiding and hospitality operations, we own a modified fleet of 40 Bell helicopters and operate Alpine Aerotech, a platinum-certified Bell helicopter maintenance, repair and overhaul business. Alpine Aerotech is one of only 10 platinum-certified Bell helicopter MRO businesses in the world and, in addition to servicing our helicopters, the business caters to over 500 customers from 32 different countries. We lease our fleet of helicopters to Alpine Helicopters each ski season, which in turn acts as the exclusive provider of helicopter operations to CMH. In January 2013, we restructured our Alpine Helicopters business to comply with Canadian foreign ownership regulations governing aviation flight services in Canada. Prior to the restructuring, our helicopter operations in Canada were conducted through our wholly owned subsidiary, Alpine Helicopters, LP. The restructuring involved the formation of a new flight services company, Alpine Helicopters, Inc. We own a 20% equity interest in Alpine Helicopters and the remaining 80% is held in trust for the benefit of the management and employees of Alpine Helicopters, including the pilots and crew members that support our helicopter operations. We consolidate Alpine Helicopters for GAAP purposes because we are the primary beneficiary. Alpine Helicopters has been offering

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helicopter operations from bases across western Canada and the western United States for over 50 years and has long-standing relationships with the British Columbia Ministry of Forests, the Alberta Forest Service, Parks Canada and the U.S. Forest Service. Our integrated operating model enables us to scale the business and increase guest visits with limited reliance on third party providers, which we believe differentiates us from other heli-ski operations. In addition, by utilizing the same pilots each ski season who have an average of over 7,000 hours experience flying in the high alpine and who possess extensive knowledge of the terrain, we believe CMH is able to provide a more consistent guest experience.

To more efficiently utilize our aircraft year round, during the summer months, our subsidiary, Kachina Aviation, leases helicopters from us and Alpine Helicopters. Kachina Aviation, which is headquartered in Nampa, Idaho, provides fire suppression helicopter services in Idaho, California, Washington and Oregon under contracts with the U.S. Forest Service, The Bureau of Land Management and State governments. We also lease underutilized aircraft to unaffiliated third parties for short-term periods ranging from one to 12 months.

Competition

CMH directly competes with other heli-skiing and snowcat operations in Canada and the United States. We believe that there are currently less than 75 heli-skiing and catskiing operators in North America, with most heli-skiing and catskiing occurring in British Columbia due to the vast alpine wilderness and consistent annual snowfall. CMH also competes to a lesser extent with lift-accessed ski resorts in North America and other parts of the world.

Real Estate

We own a significant amount of land available for development at our mountain resorts and, through our Real Estate segment, are focused on designing strategies for future development of this land in concert with planning for on-mountain and base village improvements. In addition to our core land holdings and development planning, we maintain the capability to manage, market and sell real estate.

Prior to 2010, we were actively engaged in the development of resort real estate. In late 2009, in light of the then-existing poor economic environment for real estate, we ceased new development activities and substantially reduced our related administrative overhead.

As a result of our prior development activities, we accumulated a portfolio of core development parcels surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts, which we believe will provide us the ability to increase our revenues through the potential future development of this land. We currently own core entitled land surrounding the base of our resorts totaling more than 1,150 acres, much of which is located adjacent or proximate to the ski trails at our resorts, including ski-in and ski-out parcels. As of November 30, 2013, this core land had an appraised value of $154.0 million. We have significantly written down the carrying value of our core land holdings from their acquisition values and believe the land values are now positioned to rebound along with the North American economy.

Our core strategic land available for development includes:

Resort	Property Description	Acreage	Entitled Units
Steamboat	Five resort development parcels	27 acres	640
Winter Park	21 development parcels	95 acres	962
Tremblant	Versant Soleil – five developable lots  Versant Nord – one developable lot  Versant Sud – 10 developable lots	165 acres  181 acres  170 acres	548  1,500  244
Stratton	Four parcels of entitled land  Three parcels of raw land	95 acres   66 acres	186 14
Snowshoe	Vacant land	359 acres	1,464

As the “home team” operator in our resort communities, we have a competitive advantage relative to other developers at our resorts because we are uniquely able to add additional value to real estate by bundling it with amenities and products at our resorts that we control. We believe that we can generate significant profits from the

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future development of our core land. Additionally, to the extent that future development increases the number of units and beds at our resorts, we believe the extra lodging capacity will support incremental visitor growth and profits.

In addition to our core land holdings and development planning, we maintain the capability to manage, market and sell real estate through IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our residential real estate sales and marketing business.

We derive revenues from four core IRCG activities: selling vacation club points in Club Intrawest; providing financing for the purchase by consumers of vacation club points; managing Club Intrawest’s eight properties; and running a private exchange company for Club Intrawest’s members. As of October 31, 2013, Club Intrawest had over 21,000 members. As we develop the land surrounding the bases of our mountain resorts, we may construct additional properties that we transfer to the trustee for Club Intrawest, which would increase the number of Club Intrawest points available for sale.

Unlike traditional vacation club ownership businesses, Club Intrawest features ownership in a club that offers high-end accommodation and services through a points-based membership system. After constructing a Club Intrawest location, we transfer ownership of the built units, free and clear of all encumbrances, to a trustee for Club Intrawest, a non-profit, non-stock company. In return, we receive the right to sell points (memberships) to the general public, which allow stays in a Club Intrawest accommodation. Each individual purchasing points becomes a member of Club Intrawest with the entitlement to stay at any of Club Intrawest’s eight owned locations and the right to stay at over 3,000 affiliated locations if they join our private exchange company, Extraordinary Escapes. A member of Club Intrawest receives an annual allotment of points in perpetuity. The points can be utilized in different increments that vary with time of year, length of stay, location of vacation and the size of accommodation, all subject to availability. Except in the first year of ownership, unused points may be carried forward for one year or points may be borrowed from the next year to complete a vacation reservation. Points may be sold, transferred or bequeathed, subject to our right of first refusal to purchase such points. We can resell any points that we repurchase pursuant to this right of first refusal. The initial selling price per point is exclusively controlled by us depending upon market conditions.

We currently manage a total of 474 units across IRCG’s eight owned properties located in Whistler, British Columbia; Vancouver, British Columbia; Panorama, British Columbia; Blue Mountain, Ontario; Tremblant, Quebec; Palm Desert, California; Sandestin, Florida; and Zihuatanejo, Mexico.

IHM, our hospitality management business, was established in March 1998. IHM is focused on providing management services to properties owned by third parties, including the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort at Mammoth Lakes, California, where we currently manage an aggregate of approximately 500 units.

Playground, our residential real estate sales and marketing business, was established as a stand-alone business in 2001. Through Playground, we currently manage the fractional condo sales process at the Four Seasons in Vail on behalf of a third party and, until November 2012, managed the condo sales process for the Honua Kai Resort and Spa in Maui, Hawaii. The Playground brand is also used in certain of the resale and brokerage operations at our mountain resorts. As we develop the land surrounding our mountain resorts, we expect Playground to provide sales and marketing expertise for these properties.

Finally, we have a 57% economic ownership interest in Chateau M.T., Inc., which owns a hotel and conference center in Tremblant, Quebec that is managed by Fairmont.We also have a 50% economic interest in Mammoth Hospitality Management, LLC, which runs the hospitality and lodging operations at Mammoth Mountain.

Competition

We compete with other vacation club and fractional ownership businesses in our efforts to sell points (memberships) in Club Intrawest. In addition, we compete with other property management companies in providing management services at IHM’s properties. Our managed properties compete with rental management companies, locally owned independent hotels, as well as facilities and timeshare companies that are owned or managed by national and international chains. These properties also compete for convention and conference business across the North American market. Competition within the hotel and lodging industry is generally based on quality and consistency of rooms, restaurants and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price and other factors.

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Investments

We have invested heavily in the development of lifts, trails, snowmaking capabilities and pedestrian villages with a large bed base and a variety of retail and dining options at our mountain resorts. Similarly, in developing our CMH business, we sought to build a vertically integrated business that would allow us to provide a consistent, high-caliber guest experience. In each case, we built capacity to accommodate growth in our visitor volume. We have also prioritized developing robust and durable infrastructure, equipment and facilities to reduce ongoing maintenance expenditures.

We have the opportunity to grow our existing businesses by investing capital in projects that increase visitor volume, revenue per guest and the efficiency of our expense management. Recent investments have focused on developing new amenities to attract guests, new products to increase on-site guest spend and new customer relationship management technologies to improve marketing communications and prospect conversion. We maintain a data driven approach to investment selection and the allocation of capital between competing opportunities. Managers at our mountain resorts, CMH and within our Real Estate segment are staffed with identifying growth investment opportunities within their businesses. We have a centralized process to complete net present value, internal rate of return and sensitivity analyses for each investment idea. Senior management then reviews a prioritized list of potential investments to allocate capital to the ideas with the highest expected returns and the largest strategic benefits. Whenever possible, we apply successful initiatives to other resorts within our portfolio of properties. We believe that our disciplined approach to opportunity identification and capital allocation is a core strength.

Marketing and Sales

We employ a centralized marketing team that assists our resorts with product design, revenue management, dynamic pricing, digital marketing, customer relationship management campaigns and strategic alliances with promotional partners. Additionally, we have small, on-the-ground, resort-based marketing teams with local and intimate knowledge of each resorts’ customer base. These teams focus primarily on product development and tactical in-season campaign management.

Within our Mountain segment, the primary objectives of our marketing strategy are to increase market share, increase pre-sold revenues and increase guests’ spending on ancillary resort services and products. We continue to invest in market analytics and customer relationship tools that provide us with real-time information about our guests and potential guests. These tools, coupled with our vast database of more than 2.2 million past resort guests, enable us to tailor our guest communications and offerings with far greater precision and efficiency than was possible in the recent past, which we believe will drive increased visitation. We supplement this effort with promotions, digital marketing (including social, search and display), loyalty programs and traditional media advertising where appropriate. We are also expanding our use of sophisticated dynamic pricing models to optimize the tradeoff between pricing and guest volume. In addition, we have direct sales teams focused on attracting groups, corporate meetings and conference business. Our marketing efforts drive traffic to third party channels and our websites and call centers, where we provide our guests with information and booking assistance. Our resorts also host a number of sporting events, such as the IRONMAN^® 70.3 World Championship, which will be held at Tremblant in 2014. Hosting these types of events, along with numerous concerts and cultural festivals, provides our resorts with both national and international exposure.

Within our Adventure segment, the primary objectives of our marketing strategy are to acquire new customers and increase existing customer retention. The purchase process for a heli-skiing trip is highly interactive, with CMH representatives spending significant time with prospective customers, educating them on trip options and answering general questions about this unique experience. In order to facilitate this process, we have a global network of third party sales representatives that are located in major metropolitan areas and have strong relationships with existing clients, as evidenced by repeat visitors accounting for the majority of CMH’s guests during fiscal 2013. Our existing European sales network is well established, with 12 agents in 10 European countries that have been selling CMH trips for an average of 24 years, and we are currently expanding our North American sales presence. We also use direct advertising and e-commerce tools to target repeat and prospective customers that have existing knowledge of our product offerings.

Seasonality

Our business is highly seasonal. Although each of our mountain resorts and CMH operates as a four-season business, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses

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during the first and fourth quarters of each fiscal year. In addition, throughout our peak quarters, we generate the highest daily revenues on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Business—Seasonality and Fluctuations in Quarterly Results.”

In an effort to partially counterbalance the concentration of revenue in the winter months, we offer non-ski season attractions at our mountain resorts, such as sightseeing, mountain biking, guided hiking, alpine roller coasters and other recreational activities. We also operate golf courses at Stratton, Tremblant, Snowshoe and Blue Mountain. These activities help attract destination conference and group business to our mountain resorts. Similarly, CMH offers heli-hiking adventures during the summer months. Finally, pre-selling our products and services helps smooth the seasonality of our cash flows.

During seasonally slow times, we control operating costs by reducing operating hours and, in the case of CMH, closing a majority of our lodges and leasing a number of our helicopters for fire suppression activities. Employment levels required for peak operations are met largely through part-time and seasonal hiring.

Employees

Given the seasonal nature of our business, the number of people that we employ varies considerably depending on the season. We employ significantly more people during the peak ski season than during the summer season. During the peak 2012/2013 ski season, we had approximately 8,800 employees, approximately 2,800 of whom were employed on a full-time basis. As of September 30, 2013, we had approximately 4,000 employees, approximately 2,300 of whom were employed on a full-time basis.

Approximately 100 of Tremblant’s year-round employees and all of its additional seasonal employees are members of the union Le Syndicat Des Travailleurs(euses) de La Station du Mont Tremblant (CSN). The current contract with the union expires on October 31, 2015. In addition, approximately 70 ski patrol employees at Steamboat are members of the Communication Workers of America / Steamboat Professional Ski Patrol Association. The current contact with the union expired on September 1, 2013 and we are in the process of negotiating a new contract with the union. Other than as noted above, none of our employees are covered by a collective bargaining agreement.

We consider our relations with our employees to be good.

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Properties

The following table summarizes our principal properties. We also own additional parcels of real estate at certain of these properties.

Location	Owned		Permit		Leased
Denver, Colorado					·	Office space (corporate head office)
Steamboat  Colorado, United States	·	240 acres used for operations and 27 acres of developable land	·	3,740 acre four season destination resort; includes 2,965 acres of skiable terrain and developable land and rental/retail outlets(1)
Winter Park  Colorado, United States			·	7,630 acre four season destination resort; includes 3,081 acres of skiable terrain and developable land and rental/retail outlets(2)
Tremblant  Quebec, Canada					·	6,900 acre four season destination resort; includes 654 acres of skiable terrain, rental/retail outlets, village areas and two golf courses(3)
Stratton  Vermont, United States	·	3,700 acre four season destination resort; includes 624 acres of skiable terrain and developable land and rental/retail outlets
Snowshoe  West Virginia, United States	·	9,000 acre four season destination resort; includes 251 acres of skiable terrain and developable land and rental/retail outlets
Columbia Mountains  British Columbia, Canada					·	3.1 million acres of terrain for heli-ski/heli-hiking operations(4)

(1) See “—Government Regulation and Environment, Health and Safety—United States—Winter Park and Steamboat.”

(2) See “—Winter Park Operations.”

(3) See “—Tremblant Operations.” Includes approximately 65 acres of land that is owned by us.

(4) See “—CMH Operations.”

 Winter Park Operations

The operations at Winter Park are conducted on land and with operating assets that are beneficially owned by the City and County of Denver. Winter Park Recreational Association (“WPRA”) holds the Special Use Permit and Term Special Use Permit issued by the U.S. Forest Service (as defined below) for Winter Park (collectively, the

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“Permits”). Pursuant to an agreement between the City and County of Denver and WPRA (as amended, the “City Agreement”), WPRA has entered into a Second Amended And Restated Ground Lease Agreement (“Arlberg Club Lease”) with the Colorado Arlberg Club under which WPRA leases certain lands used in the operation of the Winter Park ski areas. The Arlberg Club Lease terminates April 30, 2078. Also pursuant to the terms of the City Agreement, WPRA has entered into a Lease and Operating Agreement (the “Lease”) with our subsidiary Intrawest/Winter Park Operations Corporation (“IWPOC”) under which IWPOC may be the operator of the Winter Park Resort (including the Winter Park ski areas) until 2078. The U.S. Forest Service has given its consent to the Lease and operation of Winter Park by IWPOC. The Colorado Arlberg Club has also given its consent to WPRA’s subleasing of the land leased under the Arlberg Club Lease to IWPOC. IWPOC has, subject to the terms of the Permits, the City Agreement, the Arlberg Club Lease and the Lease, the full and legal right to enter into agreements and use the physical assets described in those documents in the operation, maintenance and development of Winter Park. See also “—Government Regulation and Environment, Health and Safety—United States—Winter Park and Steamboat.”

Tremblant Operations

All of Tremblant’s lifts and trails, and some of its buildings, are located on land leased to our subsidiary, Mont Tremblant Resorts and Company, LP (“Tremblant LP”), by the Province of Quebec under a ski area agreement that expires in 2051 (the “Ski Area Agreement”). Pursuant to the Ski Area Agreement, Tremblant LP pays annual lease payments equal to $5,000, adjusted for changes in the Consumer Price Index. The Ski Area Agreement contains ongoing covenants on the part of Tremblant LP, including that Tremblant LP comply with all applicable laws. Pursuant to the Ski Area Agreement, Tremblant LP has also agreed to indemnify the provincial government from third-party claims arising out of Tremblant LP’s operations under the Ski Area Agreement. The Ski Area Agreement may be amended by mutual agreement between Tremblant LP and the provincial government to change the applicable ski area or permitted uses. Tremblant LP must submit to the provincial government for those areas under lease a capital investment program each year as well as a master development plan every five years.

CMH Operations

CMH’s skiing and hiking operations occur on Crown land that is owned by the Government of the Province of British Columbia. As a result, each of CMH’s 11 operating areas has a series of land tenures, which are legal contractual documents between CMH and the government, issued under either British Columbia’s Land Act or Park Act. Licenses of Occupation are the most common form of tenure held by CMH for its operating areas outside provincial parks or protected areas and for its ancillary facilities (such as radio repeaters and remote fuel caches). Licenses of Occupation are issued under the Land Act, are normally 30 years in length and are renewable at mid-term. Pursuant to the Licenses of Occupation, CMH pays a land rental amount on a per skier-day basis. CMH’s Licenses of Occupation are non-exclusive and contain provisions whereby they can be amended or revoked by the Province for non-compliance or where the Province requires the land for what it deems to be a “higher and better use.” In CMH’s existence, the Province has not exercised this right. In some cases, a portion of a CMH operating area lies inside a provincial park or protected area. In those cases, CMH also holds a required Park Use Permit issued under the Park Act. Park Use Permits are normally issued for 10-year terms, are renewable at mid-term and are non-exclusive. CMH also holds a small number of other forms of Land Act tenures, such as leases and rights-of-way for 30 or more years.

Intellectual Property

To protect Intrawest and our resorts as branded businesses with strong name recognition, we have registered trademarks in the United States, Canada and Mexico. We also rely on a combination of trademark licenses and other contracts, both as licensee and licensor of third party trademarks, as well as common law trademark and tradename rights. Third party policies governing reporting of unauthorized use of trademarks also assist in the protection of our trademark rights.

Monitoring the unauthorized use of our intellectual property is difficult, and the steps we have taken, including sending demand letters and taking actions against third parties, may not prevent unauthorized use by others in all instances. The failure to adequately build, maintain and enforce our trademark portfolio could impair the strength of our brands.

Legal Proceedings

We are involved in various lawsuits and claims arising in the ordinary course of business and arising from our legacy real estate development. These lawsuits and claims may include, among other things, claims or litigation

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relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to our real estate activities and labor and employment, intellectual property and environmental matters and commercial contract disputes. We operate in multiple jurisdictions and, as a result, a claim in one jurisdiction may lead to claims or regulatory penalties in other jurisdictions.

By the nature of the activities at our mountain resorts and CMH, we are exposed to the risk that guests or employees may be involved in accidents during the use, operation or maintenance of our trails, lifts, helicopters and facilities. As a result, we are, from time to time, subject to various lawsuits and claims related to injuries occurring at our properties.

In addition, our pre-2010 legacy real estate development and sales activities, combined with the significant downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against us by owners and prospective purchasers of residences in our real estate developments. In some instances, we have been named as a defendant in lawsuits alleging construction defects at certain of our existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with disclosures mandated under the Interstate Land Sales Act and similar state laws.

We believe that we have adequate insurance coverage or have accrued for loss contingencies for all material matters in which we believe a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims against us cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on our financial position, results of operations or cash flows. However, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may affect our reputation, even if resolved in our favor.

Government Regulation and Environmental, Health and Safety

United States

Steamboat and Winter Park

Federal Regulation

The 1986 Ski Area Permit Act (the “1986 Act”) allows the U.S. Forest Service to grant Term Special Use Permits (each, a “SUP”) for the operation of ski areas and construction of related facilities on National Forest lands. In addition, the 1986 Act requires a Master Development Plan for each ski area that is granted a SUP. Under the SUPs, the U.S. Forest Service has the right to review and approve the location, design and construction of improvements in the permit area and many operational matters. In addition, each distinct area of National Forest lands is required by the National Forest Management Act of 1976 to develop and maintain a Land and Resource Management Plan (a “Forest Plan”), which establishes standards and guidelines for the U.S. Forest Service to follow and consider in reviewing and approving proposed actions. In November 2011, the Ski Area Recreational Opportunity Enhancement Act amended the 1986 Act to clarify that the U.S. Forest Service is authorized to permit year-round recreational activities on National Forest lands.

A majority of the skiable terrain at Steamboat and substantially all of the skiable terrain at Winter Park is located on U.S. Forest Service land. As a result, each of Steamboat and Winter Park operates under a SUP. Stratton and Snowshoe operate on privately owned land and, therefore, do not require a SUP.  

Steamboat operates under a SUP for the use of 3,740 acres that expires on June 30, 2047. Steamboat also operates on 244 acres that it owns, essentially comprising the lower portion of the ski mountain. Winter Park operates under SUPs for the use of approximately 7,630 acres that expires on December 31, 2015. We anticipate requesting and receiving a new SUP for each resort prior to the expiration date identified above. We are not aware of the U.S. Forest Service refusing to issue a new SUP to replace an expiring SUP for a ski resort in operation at the time of expiration.

Each SUP contains a number of requirements, including that we indemnify the U.S. Forest Service from third-party claims arising out of our operations under the SUP and that we comply with applicable federal laws, such as those relating to water quality and endangered or threatened species.

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For use of the SUPs, we pay a fee to the U.S. Forest Service. The fee for Steamboat is calculated as a percentage of sales occurring on U.S. Forest Service land and ranges between 1.5% and 4.0% of such sales. The fee for Winter Park is calculated under a graduated-rate fee system, which is based on the relationship between sales and gross fixed assets. While Winter Park fees have varied from year to year, these fees have averaged approximately 2.0% of sales each year since we have operated the resort. Included in the calculation of both fees are sales from, among other items, lift tickets, ski school lessons, food and beverage sales within the permit area, equipment rentals and sales of retail merchandise within the permit area. Some retail sales that are outside of the permit area are also covered at Winter Park.

The SUPs may be amended by us or by the U.S. Forest Service to change the permit area or permitted uses. The U.S. Forest Service may amend a SUP if the U.S. Forest Service determines that such amendment is in the public interest. While the U.S. Forest Service is required to seek our consent to any amendment, an amendment may be finalized over our objection. Permit amendments must be consistent with the Forest Plan and are subject to the provisions of the National Environmental Policy Act (“NEPA”), both of which are discussed below.

The U.S. Forest Service can also terminate a SUP if it determines that termination is required in the public interest. However, to our knowledge, no SUP has ever been terminated by the U.S. Forest Service over the opposition of the permitee.

Master Development Plans

All improvements that we propose to make on National Forest lands under any of our SUPs must be included in a Master Development Plan (“MDP”). MDPs describe the existing and proposed facilities, developments and area of activity within the permit area. We prepare MDPs, which set forth a conceptual overview of all potential projects at each resort. The MDPs are reviewed by the U.S. Forest Service for compliance with the Forest Plan and other applicable law and, if found to be compliant, are accepted by the U.S. Forest Service. Notwithstanding acceptance by the U.S. Forest Service of the conceptual MDPs, individual projects still require separate applications to be submitted evidencing compliance with NEPA and other applicable laws before the U.S. Forest Service will approve such projects. We update or amend our MDPs for Steamboat and Winter Park on an as needed basis or as required under the terms of the SUPs. Our current MDPs at Steamboat and Winter Park have been accepted by U.S. Forest Service for expansion of our total skiable acres at those ski areas, subject to approval of individual applications for each project under NEPA and other applicable laws.

National Forest Plans

Operational and development activities on National Forest lands at Steamboat are subject to the additional regulatory and planning requirements set forth in the 1996 Revision of the Routt National Forest Land and Resource Management Plan, and operational and development activities on National Forest lands at Winter Park are subject to the additional regulatory and planning requirements set forth in the 1997 Revision of the Land and Resource Management Plan for Arapaho/Roosevelt National Forest. When approving our application for development, area expansion and other activities on National Forest lands, the U.S. Forest Service must adhere to the applicable Forest Plan. Any such decision may be subject to judicial review in federal court if a party, with standing, challenges a U.S. Forest Service decision that applies the requirements of a Forest Plan.

National Environmental Policy Act

NEPA requires the U.S. Forest Service to consider the environmental impacts of major proposed actions on National Forest land, such as expansion of a ski area, installation of new lifts or snowmaking facilities, or construction of new trails or buildings. The studies, prepared by the U.S. Forest Service, are subject to public review and comment. An Environmental Impact Statement (“EIS”) is required for projects with significant impacts to the environment and the process can be lengthy to complete. Projects that require an EIS typically take longer to approve than projects that require an Environmental Assessment (“EA”), which is prepared for projects with less significant impacts.

In each study, the U.S. Forest Service is required to analyze alternatives to the proposed action, including not taking the proposed action, as well as impacts that may be unavoidable. Following completion of study, the U.S. Forest Service may decide not to approve the proposed action or may decide to approve an alternative. Completion of the NEPA process does not guarantee that a project will be built.

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Projects may also be completed under NEPA absent an EIS or an EA if they are eligible under a Categorical Exclusion (“Cat Ex”). Cat Ex projects consist of those projects that are not expected to have a significant environmental impact. The U.S. Forest Service has a list of Cat Ex projects and some projects at Steamboat and Winter Park are eligible to be completed under a Cat Ex.

Stratton

Act 250 is a land use and development control law enforced by the Vermont Agency of Natural Resources that requires developers to consider impacts to, among other things, waterways, air, wildlife and earth resources using 10 criteria that are designed to safeguard the environment, community life and aesthetic character of Vermont. The State of Vermont Natural Resources Board, District Environmental Commission has the power to issue or deny a permit to real estate developers for any project that encompasses more than 10 acres, or more than one acre for towns that do not have permanent zoning and subdivision bylaws. The law also applies to any development project with more than 10 housing units or housing lots, and may apply for proposed construction above 2,500 feet of elevation. Stratton has a Master Plan detailing the real estate development considerations within the resort boundary. All projects within Stratton’s Master Plan have completed or will need to complete the Act 250 process at the project level.

The Vermont Department of Public Service is the state agency charged with oversight of propane facilities in Vermont for the Federal Government’s Office of Pipeline Safety, which administers the United States Department of Transportation’s Pipeline and Hazardous Materials Safety Administration’s propane pipeline regulatory program. Stratton owns an extensive propane distribution system consisting of three 30,000 gallon above-ground propane storage tanks and related piping, regulators, vaporizers and other equipment for the purpose of providing propane to homes in the Stratton area and to Stratton’s facilities. A third party supplies and operates the system.

Stratton also operates a waste water treatment facility. Operation of the waste water treatment facility requires state and local permits, and we are currently subject to a water quality remediation plan to reduce heat and sediment discharges.

Snowshoe

Snowshoe is home to the Cheat Mountain salamander, a threatened endangered species. Prior to conducting certain development activities at Snowshoe, we must submit a site survey to the U.S. Fish and Wildlife Service demonstrating the impact of the development activities on the Cheat Mountain salamander habitat at Snowshoe.

Snowshoe, through its subsidiary, Cheat Mountain Water Company, Inc., a private utility, owns and operates a potable water facility that is approximately 40 years old and requires state and local permits to operate in Pocahontas County in the State of West Virginia. Due to the age of this facility and increasingly more stringent water discharge standards, we are evaluating options to possibly transfer the facility to a private operator, not-for-profit or municipality in the next few years.

USTs

The federal Solid Waste Disposal Act provides authority to the U.S. Environmental Protection Agency (“EPA”) to regulate underground storage tanks (“USTs”). USTs are present at Steamboat, Winter Park and Stratton and assist in storing fuel for base and mountain operations. In some states, the state UST program, if approved by the EPA, will govern over the federal regulations.

Canada

Tremblant

Our operations at Tremblant are also subject to a variety of federal, provincial and local laws, including environmental laws and health and safety regulations. Our ski operations are also subject to provincial regulations pertaining to the safety of our lifts and of individuals using our facilities at Tremblant for downhill activities. In addition, our operations at Tremblant are subject to the Province of Quebec’s labor code. At Tremblant, there is one UST and it is regulated by the Ministry of Sustainable Development, Environment, Wildlife and Parks.

Our operations at Tremblant are also subject to municipal bylaws and regulations enacted by the Municipality of Mont-Tremblant that regulate, most notably, zoning, development, commercial advertising and the environment. Furthermore, in 1991, Tremblant entered into a master agreement with the Municipality of Mont-Tremblant. The agreement governs Tremblant’s real estate development and the operation of its village, as well as the use of municipal water for the purposes of snow making.

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CMH

CMH operates on land tenures issued by the Province of British Columbia in extensive areas inside and outside parks and protected areas. Pursuant to British Columbia’s Land Act, tenures are issued by the Ministry of Forests, Lands and Natural Resource Operations as Licenses of Occupation or Leases outside park and protected areas, on lands designated as vacant Crown land. Pursuant to British Columbia’s Park Act, tenures are issued, in the form of permits, by the same ministry.

A part of a lengthy application process, detailed management plans and maps are submitted as a foundation for the applications for tenures. The tenure applications are reviewed by the ministry and shared with a range of other government departments and public groups as referrals. They are also advertised in local newspapers for public comment. Applications must also be referred to local First Nations groups for comment. Most of the tenures that CMH holds are 30 years in length and are renewable at mid-term. CMH is required to renew or replace its tenure applications. While CMH has been able to renew its tenures several times in the past, the province retains the right not to renew all or a portion of the tenures for reasons of non-compliance, environmental protection or when the land is needed for what the Province deems to be a “higher and better use.”

Currently, CMH is the only heli-ski and heli-hiking operator operating within its tenured land, although the province has the legal right to issue additional tenures for the same use. The land management environment in British Columbia is such that the tenured operating areas for CMH can and do overlap with a range of other activities, such as forest management, mining and mineral exploration, and public recreation.

Aerotech

Aerotech is subject to a variety of federal, provincial and local laws and regulations applicable in the field of manufacturing, maintenance and repair of airframe parts and engines.

Water

We rely on a supply of water to operate our ski areas for domestic and snowmaking purposes. Availability of water depends on the existence of adequate water rights as well as physical delivery of the water when and where it is needed.

At our mountain resorts in Colorado, we own or have ownership or leasehold interests in water rights individually or through stock ownership in ditch and reservoir companies, groundwater wells and other sources. The primary source of snowmaking water for Steamboat is the Yampa River, in which we have adjudicated absolute water rights granting us access to water in accordance with those rights. The primary water source for Winter Park’s snowmaking operations is the Moffat Collection System canal located, in part, on the ski area, and owned and operated by the Water Department of the City and County of Denver (“Denver Water”). Through our leasehold interest in water rights obtained by acquisition of shares in the Clinton Ditch and Reservoir Company at its formation in 1992 and our subsequent agreements with other water users in the region, we obtained the right to use water from the Denver Water canal in sufficient amounts to support our snowmaking operations at Winter Park. At both our Colorado resorts, base area water is obtained through municipal suppliers and on-mountain water needs are satisfied primarily from on-mountain wells for which adequate water rights are owned or obtained through leasehold arrangements. We believe we have rights to sufficient quantities of water for the operation of our mountain resorts for the foreseeable future.

Delivery of the snowmaking water to each resort typically comes from water diverted directly into the snowmaking system. The streams that deliver the water are subject to minimum stream flows, freezing and other limitations that may prevent or reduce the amount of water physically available to the resort. Other on-mountain water comes from wells from which water is pumped to on-site storage facilities where it is treated and then supplied to the various facilities where it will be used.

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Management

Executive Directors and Officers

The following table sets forth the name, age and position of individuals who will serve as our directors and executive officers.

Name	Age		Position
William Jensen		60	Chief Executive Officer and Director
Joshua Goldstein		46	Chief General Counsel, Senior Vice President and Corporate Secretary
Travis Mayer		31	Senior Vice President, Finance and Business Development

The following is a brief description of the background of our directors and executive officers listed above:

William Jensen

William (Bill) Jensen has been our Chief Executive Officer since June 2008 and a member of our board of directors since September 2013. From 2010 through 2012, Mr. Jensen also served as Chief Executive Officer and a member of the board of directors of Whistler Holdings, a publicly traded company on the Toronto Stock Exchange. Prior to his appointment at Intrawest, Mr. Jensen served as President of the Mountain Division at Vail Resorts, Inc. from February 2006 to February 2008, and prior to that held other leadership positions at Vail Resorts, Inc., including Chief Operating Officer at Vail Mountain and Chief Operating Officer at Breckenridge Ski Resort. Prior to joining Vail Resorts, Inc., Mr. Jensen acted as the President of Fiberboard Resort Group, where he oversaw the executive management of three ski resorts in California, Northstar at Tahoe, Sierra at Tahoe and Bear Mountain. Mr. Jensen currently serves on the board of MMSA Investors, L.L.C., which owns a majority interest in Mammoth.

Mr. Jensen was selected to serve on our board of directors because he is our Chief Executive Officer and has significant knowledge of, and relationships within, the leisure industry due to his experience as an executive of Fiberboard Resort Group, Vail Resorts, Inc. and Whistler Holdings. Mr. Jensen also brings to our board of directors his experience as a director of MMSA Investors, L.L.C and Whistler Holdings.  

Joshua Goldstein

Joshua Goldstein has been our Senior Vice President, Chief General Counsel and Corporate Secretary since September 2012. From 2007 to 2012, Mr. Goldstein was a Counsel in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP where he concentrated on corporate finance, corporate securities and mergers and acquisitions. From 2005 to 2007, Mr. Goldstein was a corporate partner in the New York office of Torys LLP. From 1996 to 2005, Mr. Goldstein was a corporate associate at Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Goldstein is also a Certified Public Accountant.

Travis Mayer

Travis Mayer joined Intrawest in 2007 and has served as Senior Vice President, Finance and Business Development since July 2013. Prior to July 2013, Mr. Mayer held various positions at Intrawest, including Director Financial Planning and Analysis, and Vice President, Finance and Business Development. In his current role at Intrawest, Mr. Mayer is a member of the Executive Committee and oversees financial planning and analysis, mergers and acquisitions, procurement and investor relations. Prior to joining Intrawest, Mr. Mayer was a member of the U.S. Ski Team for eight years and represented the United States at two Olympic Games, earning a silver medal in the 2002 Olympics in Salt Lake City, Utah. Mr. Mayer holds an MBA from Harvard Business School and a B.S. from Cornell University, summa cum laude.

Board of Directors

In connection with this offering, we will adopt a restated certificate of incorporation and bylaws. Our restated certificate of incorporation will provide that our board shall consist of not less than       and not more than        directors as the board of directors may from time to time determine. Our board of directors will be divided into three classes that are, as nearly as possible, of equal size. Each class of directors will be elected for a three-year term of

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office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. The initial terms of the Class I, Class II and Class III directors will expire in 2014, 2015 and 2016, respectively.             and             will each serve as a Class I director,             and             will each serve as a Class II director and             and             will each serve as a Class III director. All officers serve at the discretion of the board of directors.

Under the stockholders agreement (the “Stockholders Agreement”) we expect to enter into with our Initial Stockholders, we will be required to take all reasonable actions within our control (including nominating as directors the individuals designated by our Initial Stockholders), subject to applicable regulatory and listing requirements (including the director independence requirements of the NYSE), so that up to a majority and, in some circumstances, a majority plus two, depending upon the size of the board (depending upon the level of ownership of the Initial Stockholders and certain other affiliates of Fortress and permitted transferees) of the members of our board of directors are individuals designated by our Initial Stockholders. Upon completion of this offering, and in accordance with our Stockholders Agreement, our board of directors will consist of         directors,             of whom will be “independent,” as defined under the rules of the NYSE. Our board of directors has determined that              and             will be our independent directors.

Our restated certificate of incorporation will not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors standing for election, and the holders of the remaining shares will not be able to elect any directors, subject to our obligations under the Stockholders Agreement discussed in the previous paragraph.

Committees of the Board of Directors

Upon completion of this offering, we will establish the following committees of our board of directors.

Audit Committee

The audit committee:

• reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

• reviews our financial statements, including any significant financial items and changes in accounting policies, with our senior management and independent registered public accounting firm;

• reviews our financial risk and control procedures, compliance programs and significant tax, legal and regulatory matters; and

• has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The members of the audit committee are             (Chair),              and             . Upon effectiveness of the registration statement, each member of the committee will be “independent,” as defined under the rules of the NYSE and Rule 10A-3 under the Exchange Act. Our board of directors has determined that each director appointed to the audit committee is financially literate, and the board has determined that              is our audit committee financial expert.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee:

• reviews the performance of our board of directors and makes recommendations to the board regarding the selection of candidates, qualification and competency requirements for service on the board and the suitability of proposed nominees as directors;

• advises the board with respect to the corporate governance principles applicable to us;

• oversees the evaluation of the board and management;

• reviews and approves in advance any related party transaction, other than those that are pre-approved pursuant to pre-approval guidelines or rules established by the committee; and

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• recommends guidelines or rules to cover specific categories of transactions.

The members of the nominating and corporate governance committee are             (Chair),             and             . Each member of our nominating and corporate governance committee is independent, as defined under the rules of the NYSE.

Compensation Committee

The compensation committee:

• reviews and recommends to the board the salaries, benefits and equity incentive grants of consultants, officers, directors and other individuals we compensate;

• reviews and approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates the Chief Executive Officer’s performance in light of those goals and objectives, and determines the Chief Executive Officer’s compensation based on that evaluation; and

• oversees our compensation and employee benefit plans.

The members of the compensation committee are             (Chair),             and             . Each member of our compensation committee is independent, as defined under the rules of the NYSE. The “independent” directors that are appointed to the compensation committee are also “non-employee” directors as defined in Rule 16b-3(b)(3) under the Exchange Act and “outside” directors within the meaning of Section 162(m)(4)(c)(i) of the Code.

Code of Ethics

We will adopt a Code of Business Conduct and Ethics, which will be posted on “About Us—Investor Information—Corporate Governance” of our website at www.intrawest.com, that applies to all employees and each of our directors and officers, including our principal executive officer and principal financial officer. The purpose of the Code of Business Conduct and Ethics will be to promote, among other things, honest and ethical conduct, full, fair, accurate, timely and understandable disclosure in public communications and reports and documents that we file with, or submit to, the SEC, compliance with applicable governmental laws, rules and regulations, accountability for adherence to the code and the reporting of violations thereof.

We will also adopt a Code of Ethics for Principal Executive and Senior Financial Officers that is applicable to our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer and Controller. The Code of Ethics for Principal Executive and Senior Financial Officers will be posted on “About Us—Investor Information—Corporate Governance” of our website at www.intrawest.com. We intend to post any amendments to the Code of Ethics for Principal Executive and Senior Financial Officers and any waivers that are required to be disclosed on our website.

Executive Compensation

Our named executive officers for the fiscal year ended June 30, 2013, which consist of our Chief Executive Officer and our two other most highly compensated executive officers who were serving as executive officers as of June 30, 2013, are as follows:

• William Jensen, Chief Executive Officer;

• Dallas Lucas, former Chief Financial Officer; and

• Joshua Goldstein, Chief General Counsel.

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Fiscal 2013 Summary Compensation Table

The following table summarizes the total compensation paid to or earned by each of our named executive officers in fiscal 2013.

Name  and Principal Position	Year	Salary ($)	Non-Equity Incentive Plan Compensation ($)(1)	All Other Compensation ($)(2)	Total  ($)
William Jensen
Chief Executive Officer	2013	700,003	700,000	6,564	1,406,567
Joshua Goldstein(3)
Chief General Counsel	2013	251,250	163,749	42,244	457,243
Dallas Lucas(4)
Former Chief Financial Officer	2013	362,788	402,500	29,599	794,887

(1) Represents performance based bonuses paid in respect of fiscal 2013 performance, as described in greater detail below under “—Fiscal 2013 Bonus Arrangements.”

(2) Represents (i) for Mr. Jensen, company matching contributions under our 401(k) Plan, as described in greater detail below under “—Retirement Benefits,” and a tax equalization payment and (ii) for Messrs. Lucas and Goldstein, relocation and temporary housing expenses paid in fiscal 2013.

(3) Mr. Goldstein commenced employment with us on September 17, 2012.

(4) Mr. Lucas commenced employment with us on July 30, 2012. Mr. Lucas’ employment with us terminated effective as of October 11, 2013, as described in greater detail below under “—Separation Arrangement with Mr. Lucas.”

Fiscal 2013 Bonus Arrangements

Each of our named executive officers participated in our Fiscal Year 2013 Incentive Plan in fiscal 2013, pursuant to which each officer was eligible to receive a cash incentive bonus upon the achievement of certain performance goals and subject to the officer's continued employment through the applicable payment date. For Messrs. Jensen and Lucas, the Fiscal Year 2013 Incentive Plan provides that a total of 80% of the bonus for each officer was based on our achievement of an Adjusted EBITDA goal, and the remaining 20% was based on pre-determined quantifiable individual goals and objectives. For Mr. Goldstein, the Fiscal Year 2013 Incentive plan provides that a total of 50% was based on our achievement of an Adjusted EBITDA goal and 50% based on pre-determined quantifiable individual goals and objectives.

Messrs. Jensen and Lucas were eligible to receive a target cash bonus payment under the Fiscal Year 2013 Incentive Plan equal to 100% of their respective annual base salaries upon the achievement of the applicable objectives, and Mr. Goldstein was eligible to earn a bonus equal to 50% of his annual base salary upon the achievement of the applicable objectives. We achieved all of the applicable corporate performance metrics at the target level and Messrs. Jensen, Lucas and Goldstein each achieved all of their respective individual goals and objectives in respect of fiscal 2013. As a result, we made payment of the bonuses to each of Messrs. Jensen, Lucas and Goldstein in October 2013 in the respective amounts listed in the “Fiscal 2013 Summary Compensation Table,” above, under the heading “Non-Equity Incentive Plan Compensation.”

Employment Arrangements

In connection with this offering, we expect to enter into new employment agreements with Messrs. Jensen and Goldstein, which will replace each of their arrangements in effect for fiscal 2013. The terms of those arrangements have not yet been determined. This prospectus will be updated to include a summary of those arrangements once their terms are finalized.

Retirement Benefits

Each of our named executive officers who is employed by us is eligible to participate, along with substantially all of our U.S. employees, in the Intrawest 401(k) Retirement Plan.

The Intrawest 401(k) Retirement Plan provides for matching contributions to eligible employees who have completed one year of service that, prior to January 1, 2013, were equal to 50% of the first 1% of the participant’s compensation, and following January 1, 2013, were equal to 50% of the first 1.5% of the participant’s compensation.

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The matching contributions made to Mr. Jensen are included in the “All Other Compensation” column of the “Fiscal 2013 Summary Compensation Table” above. Messrs. Lucas and Goldstein had not met the one-year service requirement for a matching contribution as of June 30, 2013 and therefore did not receive a matching contribution in fiscal 2013.

Outstanding Equity Awards at Fiscal Year End

None of our named executive officers held any outstanding equity awards as of June 30, 2013. 

Potential Payments Upon Termination or Change in Control

As described above in “—Employment Arrangements,” we expect to enter into new employment arrangements with Messrs. Jensen and Goldstein, the terms of which have not yet been determined. We expect that any payments or benefits that would be provided to them upon a termination of employment or change in control would be included in those arrangements. This prospectus will be updated to include a summary of any applicable payments and benefits in those arrangements once their terms are finalized.

Separation Arrangement with Mr. Lucas

Mr. Lucas’s employment with us terminated effective as of October 11, 2013. In accordance with the terms of his employment agreement, Mr. Lucas became entitled to receive the following payments and benefits as a result of his termination of employment: (i) a payment equal to $61,924, in respect of eight weeks of his base salary; (ii) continued employer contributions for health and dental coverage through January 31, 2014; and (iii) a pro-rated bonus for the portion of fiscal 2014 that he was employed by us, the amount of which will be determined based on our achievement of applicable performance goals for fiscal 2014. Mr. Lucas also received the full amount of his earned but unpaid fiscal 2013 annual bonus, as listed in the “Fiscal 2013 Summary Compensation Table,” above, under the heading “Non-Equity Incentive Plan Compensation.” Mr. Lucas executed a general release of claims in respect of receiving these payments and benefits and remains subject to certain non-competition and non-solicitation restrictions through the first anniversary of his date of termination.

Director Compensation

Intrawest Resorts Holdings, Inc. did not have any directors during fiscal 2013. As a result, no information relating to our fiscal 2013 director compensation has been included in this prospectus.

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Principal and Selling StockholderS

Immediately prior to this offering,        % of the shares of our common stock were directly held by Intrawest Europe Holdings S.à r.l. (the selling stockholder) and        % of the shares of our common stock were directly held by Intrawest S.à r.l.

The following table sets forth information regarding the ownership of our common stock. Other than the Initial Stockholders and their direct and indirect equity holders, we are not aware of any person, or group of affiliated persons, who beneficially owns more than five percent of our outstanding common stock. None of our officers and directors beneficially own any shares of our common stock. The percentage of beneficial ownership of our common stock before this offering is based on      shares of common stock issued and outstanding as of             , 2013 (as adjusted to reflect the      -for-1 stock split). The percentage of beneficial ownership of our common stock after this offering is based on             shares of common stock issued and outstanding (as adjusted to reflect the      -for-1 stock split). The table assumes that the underwriters will not exercise their option to purchase additional shares.

Name	Shares Beneficially Owned Prior to the Offering		Shares to be Sold in this Offering	Shares Beneficially Owned After Giving Effect to the Offering
	Number	Percent		Number	Percent
Initial Stockholders(1)		100%

(1) Prior to this offering, Intrawest Europe Holdings S.à r.l. directly owns          shares of our common stock and Intrawest S.à r.l. directly owns           shares of our common stock. Intrawest Europe Holdings S.à r.l. owns 100% of Intrawest S.à r.l. Intrawest Europe Holdings S.à r.l. is selling            of the shares of our common stock that it directly owns in this offering. Intrawest Europe Holdings S.à r.l. and Intrawest S.à r.l are the Initial Stockholders. Intrawest Cayman L.P. owns 100% of Intrawest Holdings S.à r.l., which owns 100% of Intrawest Europe Holdings S.à r.l. Fortress Investment Fund IV (Fund A) L.P., Fortress Investment Fund IV (Fund B) L.P., Fortress Investment Fund IV (Fund C) L.P., Fortress Investment Fund IV (Fund D), L.P., Fortress Investment Fund IV (Fund E) L.P., Fortress Investment Fund IV (Fund F) L.P., Fortress Investment Fund IV (Fund G) L.P., Fortress Investment Fund IV (Coinvestment Fund A) L.P., Fortress Investment Fund IV (Coinvestment Fund B) L.P., Fortress Investment Fund IV (Coinvestment Fund C) L.P., Fortress Investment Fund IV (Coinvestment Fund D), L.P., Fortress Investment Fund IV (Coinvestment Fund F) L.P., Fortress Investment Fund IV (Coinvestment Fund G) L.P., Fortress IW Coinvestment Fund IV (Fund A) L.P., Fortress IW Coinvestment Fund IV (Fund B) L.P., Fortress IW Coinvestment Fund IV (Fund C) L.P., Fortress IW Coinvestment Fund IV (Fund D), L.P., and Fortress IW Coinvestment Fund IV (Fund G) L.P. (collectively, the “Funds”) collectively own 82.1% of the common units and 88.7% of the Class A Preferred Units of Intrawest Cayman L.P. FIG LLC is the investment manager of each of the Funds. Fortress Operating Entity I LP (“FOE I”) is the 100% owner of FIG LLC. FIG Corp. is the general partner of FOE I. FIG Corp. is a wholly owned subsidiary of Fortress Investment Group LLC. As of September 30, 2013, Mr. Wesley R. Edens owns 14.33% of Fortress Investment Group LLC (Class A and B shares), and Mr. Randal A. Nardone owns 10.44% of Fortress Investment Group LLC (Class A and B shares). By virtue of their ownership interest in Fortress Investment Group LLC and certain of its affiliates, Mr. Edens and Mr. Nardone may be deemed to own the shares listed as beneficially owned by the Initial Stockholders. Mr. Edens and Mr. Nardone each disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Fortress Investment Group LLC is 1345 Avenue of the Americas, New York, NY 10105. Entities controlled by an affiliate of Grove International Partners LLP (“Grove”) collectively own 17.9% of the common units and 11.3% of the Class A Preferred Units of Intrawest Cayman L.P.

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Certain Relationships and Related Party Transactions

Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. We expect our officers and directors to review, approve and ratify transactions with related parties pursuant to the procedures outlined in a policy on related party transactions, which we will adopt prior to the completion of this offering. When considering potential transactions involving a related party that may require board approval, our officers will notify our board of directors in writing of the proposed transaction, provide a brief background of the transaction and schedule a meeting with the full board of directors to review the matter. At such meetings, our Chief Executive Officer, Chief Financial Officer and other members of management, as appropriate, will provide information to the board of directors regarding the proposed transaction, after which the board of directors and management will discuss the transaction and the implications of engaging a related party as opposed to an unrelated third party. If the board of directors (or specified directors as required by applicable legal requirements) determines that the transaction is in our best interests, it will vote to approve us entering into the transaction with the applicable related party.

Prior to the adoption of the written policy, we did not adopt a formal policy for reviewing existing related party transactions that are required to be disclosed under the SEC rules. Our board will review related party transactions as deemed necessary and advisable by members of our board, on a case by case basis, based on the particular facts and circumstances of each transaction and as required by law.

Stockholders Agreement

General

Prior to the completion of this offering, we will enter into the Stockholders Agreement with the Initial Stockholders.

As discussed further below, the Stockholders Agreement will provide certain rights to Fortress with respect to the designation of directors for nomination and election to our board of directors, as well as registration rights for certain of our securities beneficially owned, directly or indirectly, by the Initial Stockholders and Fortress and their affiliates and permitted transferees.

Our Stockholders Agreement will provide that the parties thereto will use their respective reasonable efforts (including voting or causing to be voted all of our voting shares beneficially owned by each) so that no amendment is made to our restated certificate of incorporation or amended and restated bylaws in effect as of the date of the Stockholders Agreement that would add restrictions to the transferability of our shares by the Initial Stockholders or their permitted transferees which are beyond those provided for in our restated certificate of incorporation, restated bylaws, the Stockholders Agreement or applicable securities laws, or that nullify the rights set out in the Stockholders Agreement of the Initial Stockholders or their permitted transferees unless such amendment is approved by Fortress.

Designation and Election of Directors

Our Stockholders Agreement will provide that, for so long as the Stockholders Agreement is in effect, we, the Initial Stockholders and Fortress and certain of its affiliates and permitted transferees shall take all reasonable actions within our respective control (including voting or causing to be voted all of the securities entitled to vote generally in the election of our directors held of record or beneficially owned by Fortress or its affiliates or permitted transferees, and, with respect to us, including in the slate of nominees recommended by the board those individuals designated by Fortress) so as to elect to the board, and to cause to continue in office, not more than           directors (or such other number as Fortress may agree in writing), of whom, at any given time:

• a number of directors equal to a majority of the board of directors, plus one director, shall be individuals designated by Fortress, for so long as Fortress directly or indirectly beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders, at least         % of our voting power.

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• a number equal to a majority of the board of directors, minus one director, shall be individuals designated by Fortress, for so long as Fortress directly or indirectly beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders, less than          % but at least         % of our voting power, provided that if the board of directors consists of          or fewer directors, then Fortress shall have the right to designate a number of directors equal to         directors;

• a number of directors (rounded up to the nearest whole number) that would be required to maintain Fortress’ proportional representation on the board of directors shall be individuals designated by Fortress for so long as Fortress, directly or indirectly, beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders, less than          % but at least          % of our voting power, provided that if the board of directors consists of          or fewer directors, then Fortress shall have the right to designate          directors; and

• a number of directors (rounded up to the nearest whole number) that would be required to maintain Fortress’ proportional representation on the board of directors shall be individuals designated by Fortress for so long as Fortress, directly or indirectly, beneficially owns, together with its affiliates and permitted transferees and giving effect to Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders, less than           % but at least           % of our voting power, provided that if the board of directors consists of         or fewer directors, then Fortress shall have the right to designate          director.

In addition, the Stockholders Agreement will provide Fortress with the right to designate an additional director to our board of directors when Grove is able to select a director for nomination to our board pursuant to the provisions of the Cayman L.P. Limited Partnership Agreement described in the following paragraph.

Pursuant to the Third Amended and Restated Exempted Limited Partnership Agreement of Cayman L.P. (the “Cayman L.P. Limited Partnership Agreement”), the general partner of Cayman L.P. is required to use commercially reasonable efforts to cause the nomination and election to our board of directors of a director nominee designated by Grove until the earlier of (i) the date on which Grove no longer owns any partnership interests in Cayman L.P. or (ii) the date on which certain indebtedness of Cayman L.P. is repaid in full. We expect that Fortress will use its additional board designation right described in the preceding paragraph to nominate the director selected by Grove to our board of directors.

Indemnification

The Stockholders Agreement will provide that we will indemnify the Initial Stockholders and their officers, directors, employees, agents and affiliates against losses arising out of third-party claims (including litigation matters and other claims) based on, arising out of or resulting from:

• the ownership or the operation of our assets or properties, and the operation or conduct of our business, prior to or following this offering; and

• any other activities we engage in.

In addition, we will agree to indemnify the Initial Stockholders and their officers, directors, employees, agents and affiliates against losses, including liabilities under the Securities Act and the Exchange Act, relating to misstatements in or omissions from the registration statement of which this prospectus forms a part and any other registration statement or report that we file, other than misstatements or omissions made in reliance on information relating to and furnished by the Initial Stockholders for use in the preparation of that registration statement or report.

Registration Rights

Demand Rights. Under our Stockholders Agreement, the Initial Stockholders will have, for so long as the Initial Stockholders directly or indirectly beneficially own, together with Fortress and its affiliates, an amount of our common stock (whether owned at the time of this offering or subsequently acquired) equal to or greater than 1% of our shares of common stock issued and outstanding immediately after the consummation of this offering (a “Registrable Amount”), “demand” registration rights that allow the Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees, at any time after 180 days following the consummation of this offering, to request that we register under the Securities Act an amount equal to or greater than a Registrable Amount. The

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Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees, will be entitled to unlimited demand registrations so long as such persons, together, beneficially own a Registrable Amount. We will also not be required to effect any demand registration within one month of a “firm commitment” underwritten offering to which the requestor held “piggyback” rights, described below, and which included at least 50% of the shares of common stock requested by the requestor to be included. We will not be obligated to grant a request for a demand registration within one month of any other demand registration.

Piggyback Rights. For so long as the Initial Stockholders beneficially own, together with Fortress and their affiliates and permitted transferees, an amount of our common stock equal to or greater than 1% of our common stock issued and outstanding immediately after the consummation of this offering, the Initial Stockholders (and Fortress and its affiliates and permitted transferees) will also have “piggyback” registration rights that allow them to include the common stock that they own in any public offering of equity securities initiated by us (other than those public offerings pursuant to registration statements on Forms S-4 or S-8 or pursuant to an employee benefit plan arrangement) or by any of our other stockholders that have registration rights. These “piggyback” registration rights will be subject to proportional cutbacks based on the manner of the offering and the identity of the party initiating such offering.

Shelf Registration. Under our Stockholders Agreement, we will grant to the Initial Stockholders or any of their respective permitted transferees, for so long as the Initial Stockholders, together with Fortress and its affiliates and permitted transferees, beneficially own a Registrable Amount, the right to request a shelf registration on Form S-3 providing for offerings of our common stock to be made on a continuous basis until all shares covered by such registration have been sold, subject to our right to suspend the use of the shelf registration prospectuses for a reasonable period of time (not exceeding 60 days in succession or 90 days in the aggregate in any 12 month period) if we determine that certain disclosures required by the shelf registration statement would be detrimental to us or our stockholders. In addition, the Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees, may elect to participate in such shelf registrations within ten days after notice of the registration is given. Pursuant to the Cayman L.P. Limited Partnership Agreement, the general partner of Cayman L.P. is required to use commercially reasonable efforts to cause us to use good faith efforts to have a registration statement on Form S-3 declared effective under the Securities Act after we are eligible to use a registration statement on Form S-3. Accordingly, the Initial Stockholders have informed us that they intend to request that we file a shelf registration statement on Form S-3 with the SEC promptly after we are eligible to do so. The Initial Stockholders have also informed us that the timing of any sales of their shares of our common stock has not been determined.

Indemnification; Expenses; Lock-ups. Under our Stockholders Agreement, we will agree to indemnify the applicable selling stockholder and its officers, directors, employees, managers, members, partners, agents and controlling persons against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which it sells shares of our common stock, unless such liability arose from the applicable selling stockholder’s misstatement or omission, and the applicable selling stockholder will agree to indemnify us against all losses caused by its misstatements or omissions. We will pay all registration and offering-related expenses incidental to our performance under the Stockholders Agreement, and the applicable selling stockholder will pay its portion of all underwriting discounts, commissions and transfer taxes, if any, relating to the sale of its shares of common stock under the Stockholders Agreement. We have agreed to enter into, and to cause our officers and directors to enter into, lock-up agreements in connection with any exercise of registration rights by the Initial Stockholders, for themselves and for Fortress and their affiliates and permitted transferees.

Notes Payable to Partners

As of September 30, 2013, Cayman L.P. had loans due to affiliates of Fortress, consisting of notes payable to partners with a principal balance of approximately $597.5 million and accrued interest of approximately $828.8 million. Pursuant to the applicable loan agreements, Cayman L.P. accrued interest at rates ranging between 15.6% and 20.0% per annum on the notes payable to partners. In connection with the Restructuring, we were released as an obligor with respect to all of the notes payable to partners. See “Description of Certain Indebtedness—Notes Payable to Partners.”

Abercrombie & Kent Group of Companies, S.A. / Wintergames Travel L.P.

On October 26, 2006, Abercrombie & Kent Group of Companies, S.A. (“A&K”) was transferred to Wintergames Travel L.P. (“Wintergames”), which is controlled by Fortress. As of September 30, 2013, we had a receivable due from A&K with a principal balance of $5.5 million and accrued interest of $0.8 million. Interest accrued monthly

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at an annually-adjusted rate based on LIBOR plus 1.0%. This debt was repaid in the Restructuring. Additionally, an affiliate of Fortress periodically made contributions to us. In fiscal 2013, we received contributions from an affiliate of Fortress in the amount of approximately $6.7 million. We did not receive any such contributions in the three months ended September 30, 2013 and will not receive any such contributions following the Restructuring.

Whistler Blackcomb Holdings, Inc.

From November 2010 through December 2012, William Jensen, our Chief Executive Officer and Director, was the chief executive officer and a director of Whistler Holdings. During that time, we held a 24% interest in Whistler Holdings. In connection with his agreement to serve as chief executive officer of Whistler Holdings, Mr. Jensen was given a base salary of $250,000 and 20,833 restricted stock units of Whistler Holdings, which were originally subject to vest over a three year period. One third of such restricted stock units vested on January 18, 2012. The value of such restricted stock units at the time of vesting was $74,799 (based on the market price of Whistler Holdings shares and the U.S./Canadian dollar exchange rate on such date). In connection with the sale of our interest in Whistler Holdings in November 2012, the vesting of all of Mr. Jensen’s remaining restricted stock units was accelerated to December 5, 2012. The value of such restricted stock units at the time of vesting was $175,058 (based on the market price of Whistler Holdings shares and the U.S./Canadian dollar exchange rate on such date).

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Description of Certain Indebtedness

Third-Party Long-Term Debt 

New Credit Agreement

On December 9, 2013, one of our subsidiaries, Intrawest Operations Group, LLC, as borrower, entered into a Credit Agreement (the “New Credit Agreement”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million senior secured first-lien term loan facility (the “New Term Loan”), a $25.0 million senior secured first-lien revolving loan facility, which may also be used to obtain letters of credit (the “New Revolver”), and a $55.0 million senior secured first lien letter of credit facility (the “New LC Facility”), with the ability by the borrower to increase the size of the New Term Loan from time to time in an aggregate amount of up to $100.0 million plus an additional amount such that, after giving effect to such additional amount, the Total Secured Debt Leverage Ratio (the ratio of net secured debt to Adjusted EBITDA) is less than or equal to 4.50:1.00. The maturity date for the New Term Loan is December 9, 2020, and the maturity date for the New Revolver and the New LC Facility is December 9, 2018.

The New Credit Agreement contains a mechanism to extend the maturity date of any facility or all facilities at the option of the borrower with the consent of the lenders holding the term loans, revolving loan commitments and LC facility commitments the maturities of which are being extended, subject to the satisfaction of certain conditions. Borrowings under the New Term Loan, the New Revolver and the New LC Facility accrue interest at a per annum rate equal to, at the option of the borrower, the Base Rate (as defined in the New Credit Agreement) plus 3.50% or the Adjusted Eurodollar Rate (as defined in the New Credit Agreement) plus 4.50%, with a 0.25% reduction on the interest rate applied to borrowings under the New Revolver if the Total Secured Debt Leverage Ratio for any four-quarter period drops below 4.50:1.00. Letter of credit fees are payable quarterly in arrears in an amount equal to 4.50% (with a 0.25% reduction on letters of credit issued under the New Revolver if the Total Secured Debt Leverage Ratio for any four-quarter period drops below 4.50:1.00) per annum times the average aggregate daily maximum amount available to be drawn under such letters of credit, plus a fronting fee payable to the issuing bank with respect to such letters of credit equal to 0.25% per annum times the average aggregate daily maximum amount available to be drawn under such letters of credit. Commitment fees are payable quarterly in arrears in an amount equal to (i) with respect to the New Revolver, the average of the daily difference between the commitments under the New Revolver and the aggregate principal amount of (A) all outstanding revolving loans (excluding swing line loans) plus (B) the maximum amount available to be drawn under letters of credit issued under the New Revolver plus the aggregate amount of unreimbursed drawings with respect to letters of credit issued under the New Revolver, times 0.375% per annum and (ii) with respect to the New LC Facility, the average of the daily difference between the commitments under the New LC Facility and the aggregate principal amount of the maximum amount available to be drawn under letters of credit issued under the New LC Facility plus the aggregate amount of unreimbursed drawings with respect to letters of credit issued under the New LC Facility, times 0.375% per annum, provided that if such average daily difference is greater than 15% of the commitments under the New LC Facility, then the commitment fee rate applied to such excess will be 4.50% per annum instead of 0.375% per annum. The New Term Loan is required to be repaid in advance of the maturity date in equal quarterly principal installment amounts of $1.35 million. Prepayments of the New Term Loan are required to be made with certain proceeds of asset sales, insurance claims, condemnation proceedings, debt issuances and excess cash flow, subject to certain exceptions, threshold amounts and reinvestment rights.

The borrower’s obligations under the New Term Loan, the New Revolver and the New LC Facility, along with obligations under hedge agreements entered into with the administrative agent, any lender or any of their respective affiliates, are guaranteed on a senior secured, first-lien basis by Intrawest Operations Group Holdings, LLC, as parent guarantor, as well as each existing and after-acquired or formed wholly owned (other than with respect to equity interests issued to current and former directors, officers and employees) domestic subsidiary of the borrower, other than certain exceptions. The borrower and guarantor obligations under the New Term Loan, the New Revolver and the New LC Facility, along with obligations under hedge agreements entered into with the administrative agent, any lender or any of their respective affiliates, are secured by first-priority liens, subject to permitted liens and certain exclusions, thresholds and exceptions, on substantially all assets of the borrower and the guarantors. The New Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default, in each case, subject to certain exceptions, thresholds, materiality qualifiers and, with respect to events of default, grace periods.

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Prior First Lien Credit Agreeement and Second Lien Credit Agreement

On December 4, 2012, Intrawest Canada, Intrawest Europe Holdings S.à r.l. (“Intrawest Europe”), Intrawest U.S., Wintergames and Steamboat Acquisition LLC (“Steamboat Acquisition”), as borrowers, entered into a First Lien Credit Agreement (the “First Lien Credit Agreement”) with a syndicate of lenders and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $450.0 million senior secured first lien term loan facility (the “Fiscal Year 2013 First Lien Term Loan”), a $20.0 million senior secured first lien revolving loan facility, which may also be used to obtain letters of credit (the “Fiscal Year 2013 First Lien Revolver”), and a $55.0 million senior secured first lien letter of credit facility (the “Fiscal Year 2013 First Lien LC Facility” and together with the Fiscal Year 2013 First Lien Term Loan and the Fiscal Year 2013 First Lien Revolver, the “Fiscal Year 2013 First Lien Loans”). On December 4, 2012, Intrawest Canada, Intrawest Europe, Intrawest U.S., Wintergames and Steamboat Acquisition, as borrowers, entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement”) with a syndicate of lenders and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $125.0 million senior secured second lien term loan facility (the “Fiscal Year 2013 Second Lien Term Loan” and together with the Fiscal Year 2013 First Lien Loans, the “Fiscal Year 2013 Lien Loans”). On December 9, 2013, one of our subsidiaries entered into the New Credit Agreement. See“—New Credit Agreement.” The borrowings under the New Credit Agreement, together with cash on hand and funds contributed to us by an affiliate of Fortress, were used to refinance and replace the borrowings under the First Lien Credit Agreement and the Second Lien Credit Agreement. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”  

Notes Payable to Partners

On April 27, 2010, Intrawest Europe, as borrower, entered into a third lien credit agreement with certain lenders and SKI ITW Trust LLC, as administrative agent, providing for a secured third lien term loan facility in an initial principal amount of $210.0 million. Amendments to the third lien credit agreement were entered into on December 4, 2012, April 30, 2013 and December 9, 2013. Intrawest Canada, Intrawest Europe, Intrawest U.S., Wintergames and Steamboat Acquisition, as borrowers, are parties with certain lenders and Ski ITW Trust LLC, as administrative agent, to an amended and restated credit agreement, dated as of February 28, 2007, as amended from time to time, including most recently on December 4, 2012, providing for a term loan facility in an initial principal amount of $300.0 million. On October 23, 2008, Intrawest Europe and Intrawest U.S., as borrowers, and certain lenders entered into a credit agreement, dated as of October 23, 2008, as amended from time to time, including most recently on December 4, 2012, providing for a term loan facility in an initial principal amount of $100.0 million. In this prospectus, we refer to the indebtedness outstanding under these credit agreements as “notes payable to partners.” In connection with the Restructuring, we were released as an obligor with respect to all of the notes payable to partners, together with all accrued and unpaid interest thereon. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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Description of Capital Stock

The following descriptions are summaries of the material terms of our restated certificate of incorporation and amended and restated bylaws. These descriptions contain all information which we consider to be material, but may not contain all of the information that is important to you. To understand them fully, you should read our restated certificate of incorporation and amended and restated bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

Please note that, with respect to any of our shares held in book-entry form through The Depository Trust Company or any other share depositary, the depositary or its nominee will be the sole registered and legal owner of those shares, and references in this prospectus to any “stockholder” or “holder” of those shares means only the depositary or its nominee. Persons who hold beneficial interests in our shares through a depositary will not be registered or legal owners of those shares and will not be recognized as such for any purpose. For example, only the depositary or its nominee will be entitled to vote the shares held through it, and any dividends or other distributions to be paid, and any notices to be given, in respect of those shares will be paid or given only to the depositary or its nominee. Owners of beneficial interests in those shares will have to look solely to the depositary with respect to any benefits of share ownership, and any rights they may have with respect to those shares will be governed by the rules of the depositary, which are subject to change from time to time. We have no responsibility for those rules or their application to any interests held through the depositary.

Under our restated certificate of incorporation, our authorized capital stock consists of:

• shares of common stock, par value $0.01 per share; and

• preferred shares, par value $0.01 per share.

Upon completion of this offering, there will be outstanding             shares of common stock after giving effect to the           - for-1 stock split (which will be effective upon completion of this offering) and assuming no exercise of the underwriters’ option to purchase additional shares, and no outstanding shares of preferred stock.

The following is a description of the material terms of our restated certificate of incorporation and amended and restated bylaws. We refer you to our restated certificate of incorporation and amended and restated bylaws, copies of which will be filed with the SEC as exhibits to our registration statement of which this prospectus forms a part.

Common Stock

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess the exclusive right to vote for the election of directors and for all other purposes. Our restated certificate of incorporation does not provide for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of common stock can elect all of the directors standing for election, and the holders of the remaining shares are not able to elect any directors.

Subject to any preference rights of holders of any preferred stock that we may issue in the future, holders of our common stock are entitled to receive dividends, if any, declared from time to time by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets remaining after the payment of liabilities, subject to any rights of holders of our preferred stock prior to distribution.

Holders of our common stock have no preemptive, subscription, redemption or conversion rights. Any shares of common stock sold under this prospectus will be validly issued, fully paid and nonassessable upon issuance against full payment of the purchase price for such shares.

Preferred Stock

Our board of directors has the authority, without action by our stockholders, to issue preferred stock and to fix voting powers for each class or series of preferred stock, and to provide that any class or series may be subject to redemption, entitled to receive dividends, entitled to rights upon dissolution, or convertible or exchangeable for shares of any other class or classes of capital stock. The rights with respect to a series or class of preferred stock may

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be greater than the rights attached to our common stock. It is not possible to state the actual effect of the issuance of any shares of our preferred stock on the rights of holders of our common stock until our board of directors determines the specific rights attached to that preferred stock. The effect of issuing preferred stock could include, among other things, one or more of the following:

• restricting dividends in respect of our common stock;

• diluting the voting power of our common stock or providing that holders of preferred stock have the right to vote on matters as a class;

• impairing the liquidation rights of our common stock; or

• delaying or preventing a change of control of us.

Stockholders Agreement

For a description of the Stockholders Agreement that we intend to enter into with the Initial Stockholders, see “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Our Amended and Restated Bylaws

The following is a summary of certain provisions of Delaware law, our restated certificate of incorporation and our restated bylaws that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

Authorized but Unissued Shares

The authorized but unissued shares of our common stock and our preferred stock will be available for future issuance without obtaining stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of our common stock and preferred stock could render more difficult or discourage an attempt to obtain control over us by means of a proxy contest, tender offer, merger or otherwise.

Delaware Business Combination Statute

We are organized under Delaware law. Some provisions of Delaware law may delay or prevent a transaction that would cause a change in our control.

Our restated certificate of incorporation provides that Section 203 of the Delaware General Corporation Law, as amended (the “DGCL”), an anti-takeover law, will not apply to us. However, our restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

• prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders and not by written consent by the affirmative vote of holders at least 66 2/3 % of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.

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Under certain circumstances, the provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our restated certificate of incorporation provides that Fortress and certain of its affiliates, and any group as to which such persons are a party or any transferee of any such person or group of persons, will not constitute “interested stockholders” for purposes of this provision.

Other Provisions of Our Restated Certificate of Incorporation and Amended and Restated Bylaws

Our restated certificate of incorporation provides for a staggered board of directors consisting of three classes of directors. Directors of each class are chosen for three-year terms upon the expiration of their current terms and each year one class of our directors will be elected by our stockholders. The terms of the first, second and third classes will expire in 2014, 2015 and 2016, respectively. We believe that classification of our board of directors will help to assure the continuity and stability of our business strategies and policies as determined by our board of directors. Additionally, there is no cumulative voting in the election of directors. This classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult. At least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our board of directors. Thus, the classified board provision could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us, even though a tender offer or change in control might be believed by our stockholders to be in their best interest. In addition, our restated certificate of incorporation and amended and restated bylaws provide that directors may be removed only for cause and only with the affirmative vote of at least          % of the voting interest of stockholders entitled to vote; provided, however, that for so long as Fortress, and certain of its affiliates and permitted transferees, beneficially own, directly or indirectly, at least          % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock by the Initial Stockholders), directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote. Pursuant to our restated certificate of incorporation, shares of our preferred stock may be issued from time to time, and the board of directors is authorized to determine and alter all rights, preferences, privileges, qualifications, limitations and restrictions without limitation. See “—Preferred Stock.”

Ability of our Stockholders to Act

Our restated certificate of incorporation and amended and restated bylaws do not permit our stockholders to call special stockholders meetings; provided, however, that for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least          % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders), any stockholders that collectively beneficially own at least         % of our issued and outstanding common stock may call special meetings of our stockholders. Written notice of any special meeting so called shall be given to each stockholder of record entitled to vote at such meeting not less than 10 or more than 60 days before the date of such meeting, unless otherwise required by law.

Under our restated certificate of incorporation and amended and restated bylaws, any action required or permitted to be taken at a meeting of our stockholders may be taken without a meeting by written consent of a majority of our stockholders for so long as Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, at least           % of our issued and outstanding common stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders). After Fortress and certain of its affiliates and permitted transferees beneficially own, directly or indirectly, less than          % of our issued and outstanding stock (including Fortress’ proportionate interest in shares of our common stock held by the Initial Stockholders), only action by unanimous written consent of our stockholders can be taken without a meeting.

Our amended and restated bylaws provide that nominations of persons for election to our board of directors may be made at any annual meeting of our stockholders, or at any special meeting of our stockholders called for the purpose of electing directors, (a) by or at the direction of our board of directors or (b) by any of our stockholders.

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In addition to any other applicable requirements, for a nomination to be properly brought by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices (a) in the case of an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of our stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

Our amended and restated bylaws provide that no business may be transacted at any annual meeting of our stockholders, other than business that is either (a) specified in the notice of meeting given by or at the direction of our board of directors, (b) otherwise properly brought before the annual meeting by or at the direction of our board of directors or (c) otherwise properly brought by any of our stockholders. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to our Secretary. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by a stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

Forum Selection Clause

Unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our restated certificate of incorporation provides that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Our restated certificate of incorporation further provides that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provision. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and consented to the forum selection clause.

Limitations on Liability and Indemnification of Directors and Officers

Our restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of a fiduciary duty as a director, except for the following (to the extent such exemption is not permitted under the DGCL, as amended from time to time):

• any breach of the director’s duty of loyalty to us or our stockholders;

• intentional misconduct or a knowing violation of law;

• liability under Delaware corporate law for an unlawful payment of dividends or an unlawful stock purchase or redemption of stock; or

• any transaction from which the director derives an improper personal benefit.

Our restated certificate of incorporation and amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent permitted by law. We are also expressly authorized to advance certain

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expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

Prior to the completion of this offering, we intend to enter into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our restated certificate of incorporation against (i) any and all expenses and liabilities, including judgments, fines, penalties and amounts paid in settlement of any claim with our approval and counsel fees and disbursements, (ii) any liability pursuant to a loan guarantee, or otherwise, for any of our indebtedness and (iii) any liabilities incurred as a result of acting on our behalf (as a fiduciary or otherwise) in connection with an employee benefit plan. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our restated certificate of incorporation. These provisions and agreements may have the practical effect in some cases of eliminating our stockholders’ ability to collect monetary damages from our directors and executive officers.

Corporate Opportunity

Under our restated certificate of incorporation, to the extent permitted by law:

• Fortress and its affiliates, including the Initial Stockholders, have the right to, and have no duty to abstain from exercising such right to, engage or invest in the same or similar business as us, do business with any of our customers or vendors or employ or otherwise engage any of our officers, directors or employees;

• if Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates;

• we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities; and

• in the event that any of our directors and officers who is also a director, officer or employee of any of Fortress or its affiliates, including the Initial Stockholders, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of Fortress or its affiliates, including the Initial Stockholders, pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.

Transfer Agent

The registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC.

Listing

We intend to apply to list our shares of common stock on the NYSE under the symbol “          .”

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Shares Eligible for Future Sale

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that sales of shares or availability of any shares for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of common stock (including shares issued on the exercise of options, warrants or convertible securities, if any) or the perception that such sales could occur, could adversely affect the market price of our common stock and our ability to raise additional capital through a future sale of securities.

Upon completion of this offering, we will have             shares of common stock issued and outstanding (or         shares if the underwriters exercise their option to purchase additional shares in full). All of the shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. Upon completion of this offering, approximately         % of our outstanding common stock will be beneficially owned by the Initial Stockholders. These shares will be “restricted securities” as that phrase is defined in Rule 144. Subject to certain contractual restrictions, including the lock-up agreements described below, holders of restricted shares will be entitled to sell those shares in the public market if they qualify for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. Subject to the lock-up agreements described below and the provisions of Rules 144 and 701, additional shares will be available for sale as set forth below.

Lock-Up Agreements

We, all of our directors and executive officers and the Initial Stockholders have agreed that, subject to certain exceptions, for            days after the date of this prospectus, without the prior written consent of           , we and they will not directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of our common stock (including, without limitation, shares of our common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for our common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock or (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of our common stock or securities convertible, exercisable or exchangeable into our common stock or any of our other securities.

          , in its sole discretion, may release our common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. When determining whether or not to release our common stock and other securities from the lock-up agreements,            will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of our common stock and other securities for which the release is being requested and market conditions at the time.

Rule 144

In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through the NYSE during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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Rule 701

In general, under Rule 701 of the Securities Act, most of our employees, consultants or advisors who purchased shares from us in connection with a qualified compensatory stock plan or other written agreement are eligible to resell those shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with the holding period or certain other restrictions contained in Rule 144.

Registration Rights

Pursuant to the Stockholders Agreement, the Initial Stockholders and certain of their affiliates and permitted third party transferees will have the right, in certain circumstances, to require us to register their shares of our common stock under the Securities Act for sale into the public markets at any time following the expiration of the       -day lock-up period described above. The Initial Stockholders and certain of their affiliates and permitted third party transferees will also be entitled to piggyback registration rights with respect to future registration statements that we file for an underwritten public offering of our securities. Upon the effectiveness of such a registration statement, all shares covered by the registration statement will be freely transferable. If these rights are exercised and the Initial Stockholders sell a large number of shares of common stock, the market price of our common stock could decline. The Initial Stockholders have informed us that they intend to request that we file a shelf registration statement on Form S-3 with the SEC promptly after we become eligible to do so. See “Certain Relationships and Related Party Transactions—Stockholders Agreement” for a more detailed description of these registration rights.

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United States Federal Tax Consequences to Non-U.S. Holders

The following is a summary of the U.S. federal income tax considerations generally applicable to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our common stock. The following summary is based on current provisions of the Code, Treasury regulations and judicial and administrative authority, all of which are subject to change or differing interpretation, possibly with retroactive effect. State, local, estate and foreign tax consequences are not summarized, nor are tax consequences to special classes of investors including, but not limited to, certain former citizens and former long-term residents of the United States, a “controlled foreign corporation,” a “passive foreign investment company,” a corporation that accumulates earnings to avoid U.S. federal income tax, a partnership or other “pass through” entity or an investor in any such entity, a tax-exempt organization, a bank or other financial institution, a broker, dealer or trader in securities, commodities or currencies, a person holding our common stock as part of a hedging, conversion, straddle, constructive sale or other risk reduction transaction or an insurance company. Tax consequences may vary depending upon the particular status of an investor. The summary is limited to non-U.S. Holders who purchase our common stock for cash and will hold our common stock as “capital assets” (generally, property held for investment). Each potential investor should consult its tax advisor as to the U.S. federal, state, local, foreign and any other tax consequences of the purchase, ownership and disposition of our common stock.

For purposes of this summary, a “non-U.S. holder” means a beneficial owner of our common stock (other than a partnership or other pass-through entity) that is not a citizen or individual resident of the United States, a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized in the United States or under the laws of the United States, any state thereof or the District of Columbia, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect to be treated as a U.S. person.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are treated as a partner in a partnership holding our common stock, you should consult your tax advisor as to the particular U.S. federal income tax consequences applicable to you.

Distributions

Distributions with respect to our common stock will be treated as dividends to the extent paid from our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a return of capital to the extent of a holder’s adjusted tax basis in our common stock and thereafter as capital gain from the sale or exchange of such common stock, subject to the tax treatment described below in “—Dispositions.”

Generally, distributions treated as dividends paid to a non-U.S. holder with respect to our common stock will be subject to a 30% U.S. withholding tax, or such lower rate as may be specified by an applicable income tax treaty. Distributions treated as dividends that are effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, are attributable to a U.S. permanent establishment of such non-U.S. holder) are generally subject to U.S. federal income tax on a net income basis and are exempt from the 30% withholding tax (assuming compliance with certain certification requirements). Any such effectively connected distributions received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30% (or lower applicable treaty rate).

To claim the benefit of an applicable tax treaty or an exemption from withholding because the income is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, a non-U.S. holder generally will be required to provide a properly executed IRS Form W-8BEN (if the holder is claiming the benefits of an income tax treaty) or Form W-8ECI (for income effectively connected with a trade or business in the United States) or other suitable form. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant tax treaty.

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Dispositions

A non-U.S. holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on the sale, exchange or other disposition of our common stock unless (i) the gain is effectively connected with such non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder), (ii) in the case of a non-U.S. holder that is a non-resident alien individual, such non-U.S. holder is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met, or (iii) we are or have been a “United States real property holding corporation” at any time within the shorter of the five-year period ending on the date of such sale, exchange, or other taxable disposition or the period that such non-U.S. holder held our common stock and (as long as our common stock is regularly traded on an established securities market at any time during the calendar year in which the sale, exchange or other disposition occurs) such non-U.S. holder owns or owned (actually or constructively) more than five percent of our common stock at any time during the shorter of the two periods mentioned above.

If gain or loss is effectively connected with a non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment of such non-U.S. holder) or, if we are or become a United States real property holding corporation and a non-U.S. holder owns or owned five percent or more of our common stock during the shorter of the two periods mentioned above, any gain or loss that is realized on the disposition of our common stock by such a non-U.S. holder will be recognized in an amount equal to the difference between the amount of cash and the fair market value of any other property received for the common stock and the non-U.S. holder’s basis in the common stock. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the common stock has been held for more than one year. In the case of a non-U.S. holder that is a foreign corporation, such gain may also be subject to an additional branch profits tax at a rate of 30% (or a lower applicable treaty rate). If a non-U.S. holder is an individual that is present in the United States for 183 or more days in the taxable year of disposition and certain other requirements are met, the non-U.S. holder generally will be subject to a flat income tax at a rate of 30% (or lower applicable treaty rate) on any capital gain recognized on the disposition of our common stock, which may be offset by certain U.S. source capital losses.

Foreign Account Tax Compliance Act

Legislation enacted in 2010 and existing guidance issued thereunder will require, after June 30, 2014, withholding at a rate of 30% on dividends in respect of, and, after December 31, 2016, gross proceeds from the sale of, our common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our common stock held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the Internal Revenue Service. We will not pay any additional amounts to stockholders in respect of any amounts withheld. Stockholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on their investment in our common stock.

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Underwriting

Goldman Sachs & Co., Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us, the selling stockholder and the underwriters, we and the selling stockholder have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholder, the number of shares of common stock set forth opposite its name below.

Underwriter	Number of Shares
Goldman Sachs & Co.
Deutsche Bank Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Total

The underwriting agreement provides that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

• the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

• that the representations and warranties made by us and the selling stockholder to the underwriters are true;

• that there is no material change in our business or the financial markets; and

• that we deliver customary closing documents to the underwriters.

We and the selling stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

There is no established trading market for shares of our common stock and a liquid trading market may not develop. It is also possible that the shares will not trade at or above the initial offering price following the offering.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Although the selling stockholder acquired beneficial ownership of our common stock in the ordinary course of business in connection with our formation and the Restructuring and at such time the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the common stock, the selling stockholder may be deemed a statutory underwriter.

Commissions and Discounts

The representatives have advised us and the selling stockholder that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $         per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $         per share to other dealers. After the initial offering, the public offering price, concession or any other term of the offering may be changed. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The following table shows the underwriting discounts and expenses we and the selling stockholder will pay to the underwriters. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

		Without Option			With Option
		Per Share		Total		Per Share		Total
Public offering price	$		$		$		$
Underwriting discount	$		$		$		$
Proceeds to us before expenses	$		$		$		$
Proceeds to the selling stockholder before expenses	$		$		$		$

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The expenses of the offering, not including the underwriting discount, are estimated at $         million and are payable by us. We have agreed to reimburse the underwriters for expenses relating to the clearance of the offering with the Financial Industry Regulatory Authority in an amount of up to $         .

The Option to Purchase Additional Shares

We have granted an option to the underwriters to purchase up to                      additional shares at the public offering price, less the underwriting discount, and the selling stockholder has granted an option to the underwriters to purchase up to          additional shares at the public offering price, less underwriting discount. Any shares sold pursuant to the option to purchase additional shares will be apportioned between us and the selling stockholder pro rata in accordance with the number of shares initially sold by us and the selling stockholder. The underwriters may exercise this option for 30 days from the date of this prospectus. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

Lock-Up Agreements

We, all of our directors and executive officers and the Initial Stockholders have agreed that, subject to certain exceptions, for            days after the date of this prospectus, without the prior written consent of           , we and they will not directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of our common stock (including, without limitation, shares of our common stock that may be deemed to be beneficially owned by us or them in accordance with the rules and regulations of the SEC and shares of common stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for our common stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock or (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of our common stock or securities convertible, exercisable or exchangeable into our common stock or any of our other securities.

          , in its sole discretion, may release our common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. When determining whether or not to release our common stock and other securities from the lock-up agreements,            will consider, among other factors, the holder’s reasons for requesting the release, the number of shares of our common stock and other securities for which the release is being requested and market conditions at the time.

Listing

We intend to apply to list our shares of common stock on the NYSE under the symbol “          .” In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Determination of Offering Price

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations among us, the selling stockholder and the representatives of the underwriters. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

• the valuation multiples of publicly traded companies that the representatives believe to be comparable to us;

• our financial information;

• the history of, and the prospects for, our company and the industry in which we compete;

• an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues;

• the present state of our development; and

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• the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares. “Naked” short sales are sales in excess of the option to purchase additional shares. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise.

Neither we, the selling stockholder nor any of the underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we, the selling stockholder nor any of the underwriters makes any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing market making and brokerage activities. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with rela-

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tionships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive, and (B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of the has been given to the offer or resale. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of has been obtained to each such proposed offer or resale.

The selling stockholder, the representatives and their affiliates and we will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Initial Stockholders, any of the underwriters or us to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company, the selling stockholder nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company, the selling stockholder or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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Notice to Prospective Investors in the United Kingdom

In the United Kingdom, this prospectus is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This prospectus must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this prospectus relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

Our shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, us, the selling stockholder or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This prospectus is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this prospectus nor taken steps to verify the information set out in it, and has no responsibility for it. The shares which are the subject of the offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this document you should consult an authorized financial adviser.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the  

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subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Notice to Prospective Investors in Japan

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law. The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the “Financial Instruments and Exchange Law”), and each underwriter has agreed that it will not offer or sell any shares, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”) in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of our shares of common stock may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

123

Legal Matters

Skadden, Arps, Slate, Meagher & Flom LLP is representing us in connection with this offering. The underwriters are being represented by Davis Polk & Wardwell LLP.

Experts

The balance sheet of Intrawest Resorts Holdings, Inc. as of September 24, 2013 has been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements and financial statement schedule of Intrawest Cayman L.P. and subsidiaries as of June 30, 2012 and 2013, and for each of the years in the two-year period ended June 30, 2013, have been included herein in reliance upon the report of KPMG LLP (United States), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows and financial statement schedule of Intrawest Cayman L.P. for the year ended June 30, 2011 have been included herein in reliance upon the report of KPMG LLP (Canada), independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

Market and Industry Data and Forecasts

Certain market and industry data included in this prospectus has been obtained from third party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications, government publications and third party forecasts in conjunction with our assumptions about our markets. We have not independently verified such third party information. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

Where You Can Find More Information

We have filed a registration statement, of which this prospectus is a part, on Form S-1 with the SEC relating to this offering. This prospectus does not contain all of the information in the registration statement and the exhibits included with the registration statement. References in this prospectus to any of our contracts, agreements or other documents are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contracts, agreements or documents. You may read and copy the registration statement, the related exhibits and other material we file with the SEC at the SEC’s public reference room in Washington, D.C. at 100 F Street, Room 1580, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is www.sec.gov.

Upon the effectiveness of the registration statement, we will be subject to the informational requirements of the Exchange Act, and, in accordance, with the Exchange Act, will file reports, proxy and information statements and other information with the SEC. Such annual, quarterly and special reports, proxy and information statements and other information can be inspected and copied at the locations set forth above. We intend to make this information available on the investor relations section of our website, www.intrawest.com. Information on, or accessible through, our website is not part of this prospectus.

124

INDEX TO FINANCIAL STATEMENTS

Intrawest Resorts Holdings, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of September 24, 2013	F-3
Notes to Balance Sheet	F-4
Intrawest Cayman L.P.
Reports of Independent Registered Public Accounting Firms	F-5
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2012 and 2013	F-7
Consolidated Statements of Operations for the years ended June 30, 2011, 2012 and 2013	F-8
Consolidated Statements of Comprehensive Loss for the years ended June 30, 2011, 2012 and 2013	F-9
Consolidated Statements of Partners’ Deficit for the years ended June 30, 2011, 2012 and 2013	F-10
Consolidated Statements of Cash Flows for the years ended June 30, 2011, 2012 and 2013	F-11
Notes to Consolidated Financial Statements	F-12
Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts and Reserves	F-44
Intrawest Cayman L.P.
Unaudited Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of June 30, 2013 and September 30, 2013	F-45
Condensed  Consolidated Statements of Operations for the three months ended September 30, 2012 and September 30, 2013	F-46
Condensed Consolidated Statements of Comprehensive Loss for the three months ended September 30, 2012 and September 30, 2013	F-47
Condensed Consolidated Statements of Partners’ Deficit for the three months ended September 30, 2012 and September 30, 2013	F-48
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2012 and September 30, 2013	F-49
Notes to Condensed Consolidated Financial Statements	F-50

F-1

Report of Independent Registered Public Accounting Firm

The Stockholders
Intrawest Resorts Holdings, Inc.:

We have audited the accompanying balance sheet of Intrawest Resorts Holdings, Inc. (the Company) as of September 24, 2013. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all material respects, the financial position of Intrawest Resorts Holdings, Inc. as of September 24, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

Denver, Colorado
September 30, 2013

F-2

Intrawest Resorts Holdings, Inc.

Balance Sheet

	September 24, 2013
ASSETS
Cash and cash equivalents	$	100
Total assets	$	100
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total liabilities	$	—
Stockholders’ equity:
Common stock: $0.01 par value, 100 shares authorized; 100 shares issued and outstanding		1
Additional paid-in capital		99
Total stockholders’ equity		100
Total liabilities and stockholders’ equity	$	100

See accompanying notes to balance sheet.

F-3

Intrawest Resorts Holdings, Inc.

Notes to Balance Sheet
September 24, 2013

1. Organization

Intrawest Resorts Holdings, Inc. (the “Company”) was incorporated in Delaware on August 30, 2013. The Company has nominal assets, no liabilities, and has conducted no operations. It is intended that Intrawest Cayman L.P. will cause its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. Holdings Inc. and Intrawest ULC, to the Company. Through this restructuring, the Company will become an indirect subsidiary of Intrawest Cayman L.P.

2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate statements of income, changes in stockholders’ equity, and cash flows have not been presented in the financial statements because there have been no activities of this entity.

3. Stockholders’ Equity

The Company is authorized to issue one class of stock designated as “Common Stock”. The total number of shares which the Company is authorized to issue is 100 shares, of which 100 shares shall be Common Stock, each having a par value $0.01 per share. On September 24, 2013, the Company issued 100 shares of Common Stock in exchange for $100. Under the Company’s certificate of incorporation in effect as of August 30, 2013, all shares of Common Stock are identical.

F-4

Report of Independent Registered Public Accounting Firm

The Partners 

Intrawest Cayman L.P.:

We have audited the accompanying consolidated balance sheets of Intrawest Cayman L.P. and subsidiaries (the Partnership) as of June 30, 2012 and 2013, and the related consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2013. These consolidated financial statements and financial statement schedule, Schedule II Valuation and Qualifying Accounts and Reserves, are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intrawest Cayman L.P. and subsidiaries as of June 30, 2012 and 2013, and the results of their operations and their cash flows for each of the years in the two-year period ended June 30, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, Schedule II Valuation and Qualifying Accounts and Reserves, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Denver, Colorado
September 30, 2013

F-5

Report of Independent Registered Public Accounting Firm

To the Partners of
Intrawest Cayman L.P.:

We have audited the accompanying consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows of Intrawest Cayman L.P. (the “Partnership”) for the year ended June 30, 2011. In connection with our audit of the consolidated financial statements, we also have audited the financial statement schedule for the year ended June 30, 2011 as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2011, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Vancouver, Canada
September 30, 2013

F-6

INTRAWEST CAYMAN L.P.
Consolidated Balance Sheets
June 30, 2012 and 2013
(In thousands)

	2012			2013
Assets
Current assets:
Cash and cash equivalents	$	46,908		$	59,775
Restricted cash		71,138			13,685
Receivables, net of allowances of $10,332 and $8,333		38,108			38,298
Amounts due from related parties, net of allowances of $24,483 and $0		728			79
Inventories		34,256			29,151
Prepaid expenses and other assets		22,365			20,759
Total current assets		213,503			161,747
Receivables, net of allowances of $3,753 and $6,264		44,246			37,779
Amounts due from related parties		5,996			6,262
Property, plant and equipment, net		510,178			475,856
Real estate held for development		193,806			164,916
Deferred charges and other		10,272			28,584
Equity method investments		196,627			86,344
Intangible assets, net		73,554			65,503
Goodwill		94,611			94,609
Total assets	$	1,342,793		$	1,121,600
Liabilities and Partners’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	59,347		$	62,196
Amounts due to related parties		1,493			—
Deferred revenue and deposits		43,216			52,110
Long-term debt due within one year		16,681			8,201
Total current liabilities		120,737			122,507
Deferred revenue and deposits		25,807			22,115
Long-term debt		719,400			580,662
Notes payable to partners		1,109,005			1,358,695
Deferred income taxes		26,199			31
Other long-term liabilities		65,926			56,336
Total liabilities		2,067,074			2,140,346
Commitments and contingencies (note 20)
Partners’ deficit:
Partnership units, unlimited number authorized
General partner: 0 units outstanding at June 30, 2012 and 2013		—			—
Limited partners: 1,350,253 and 1,352,253 units oustanding at June 30, 2012 and 2013, respectively		(877,879	)		(1,166,797	)
Accumulated other comprehensive income		153,598			148,805
Total Intrawest Cayman L.P. deficit		(724,281	)		(1,017,992	)
Noncontrolling interest		—			(754	)
Total partners’ deficit		(724,281	)		(1,018,746	)
Total liabilities and partners’ deficit	$	1,342,793		$	1,121,600

See accompanying notes to consolidated financial statements.

F-7

INTRAWEST CAYMAN L.P.
Consolidated Statements of Operations
Years ended June 30, 2011, 2012 and 2013
(In thousands, except unit and per unit data)

	2011			2012			2013
Revenues	$	559,523		$	513,447		$	524,407
Operating expenses		504,005			453,187			448,944
Depreciation and amortization		76,371			57,655			58,342
Loss on disposal of assets		26,196			9,443			12,448
Impairment of long-lived assets		12,140			782			143
Impairment of real estate		73,230			8,137			1,052
Goodwill impairment		64,097			3,575			—
(Loss) income from operations		(196,516	)		(19,332	)		3,478
Interest income		9,162			7,467			6,630
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)
Interest expense on notes payable to partners		(160,943	)		(195,842	)		(236,598	)
Earnings (loss) from equity method investments		8,299			538			(5,147	)
Gain on disposal of equity method investments		—			—			18,923
Loss on extinguishment of debt		—			—			(11,152	)
Other (expense) income , net		(2,021	)		1,199			1,973
Loss from continuing operations before income taxes		(485,482	)		(341,899	)		(320,330	)
Income tax expense (benefit)		6,555			(5,836	)		(23,616	)
Loss from continuing operations		(492,037	)		(336,063	)		(296,714	)
Loss from discontinued operations, net of tax		(6,469	)		—			—
Net loss		(498,506	)		(336,063	)		(296,714	)
(Earnings) loss attributable to noncontrolling interest		(361	)		—			757
Net loss attributable to Intrawest Cayman L.P.		(498,867	)		(336,063	)		(295,957	)
Net loss attributable to general partner		—			—			—
Net loss attributable to limited partners	$	(498,867	)	$	(336,063	)	$	(295,957	)
Weighted average units outstanding, basic and diluted		1,348,253			1,348,412			1,350,412
Loss per unit, basic and diluted:
Loss from continuing operations attributable to Intrawest Cayman L.P.	$	(365.21	)	$	(249.23	)	$	(219.16	)
Loss from discontinued operations		(4.80	)		0.00			0.00
Net loss attributable to limited partners	$	(370.01	)	$	(249.23	)	$	(219.16	)

See accompanying notes to consolidated financial statements.

F-8

INTRAWEST CAYMAN L.P.
Consolidated Statements of Comprehensive Loss
Years ended June 30, 2011, 2012 and 2013
(In thousands)

	2011			2012			2013
Net loss	$	(498,506	)	$	(336,063	)	$	(296,714	)
Foreign currency translation adjustments		77,996			(34,201	)		(8,022	)
Realized portion on cash flow hedge (net of tax of $0)		14,488			5,558			3,937
Actuarial gains and losses on pensions (net of tax of $0)		(1,481	)		(4,689	)		(705	)
Comprehensive loss		(407,503	)		(369,395	)		(301,504	)
Comprehensive (income) loss attributable to noncontrolling interest		(1,884	)		—			754
Comprehensive loss attributable to Intrawest Cayman L.P.	$	(409,387	)	$	(369,395	)	$	(300,750	)

See accompanying notes to consolidated financial statements.

F-9

INTRAWEST CAYMAN L.P.
Consolidated Statements of Partners’ Deficit
Years ended June 30, 2011, 2012 and 2013
(In thousands)

	General   Partner		Limited   Partners			Accumulated   other   comprehensive   income (loss)			Noncontrolling   interest			Total
Balance, June 30, 2010	$	—	$	(55,439	)	$	97,450		$	38,301		$	80,312
Net (loss) income		—		(498,867	)		—			361			(498,506	)
Cumulative effect of change in accounting policy		—		181			—			—			181
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			76,473			1,523			77,996
Realized portion on cash flow hedge (net of tax of $0)		—		—			14,488			—			14,488
Actuarial gains and losses on pensions (net of tax of $0)		—		—			(1,481	)		—			(1,481	)
Noncontrolling interest		—		—			—			(35,601	)		(35,601	)
Distributions and other to noncontrolling interest		—		—			—			(4,584	)		(4,584	)
Contribution from Partners		—		6,590			—			—			6,590
Unit-based compensation		—		1,881			—			—			1,881
Cash settlement of unit-based compensation		—		(199	)		—			—			(199	)
Balance, June 30, 2011		—		(545,853	)		186,930			—			(358,923	)
Net loss		—		(336,063	)		—			—			(336,063	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			(34,201	)		—			(34,201	)
Realized portion on cash flow hedge (net of tax of $0)		—		—			5,558			—			5,558
Actuarial gains and losses on pensions (net of tax of $0)		—		—			(4,689	)		—			(4,689	)
Contribution from Partners		—		3,420			—			—			3,420
Unit-based compensation		—		579			—			—			579
Cash settlement of unit-based compensation		—		38			—			—			38
Balance, June 30, 2012		—		(877,879	)		153,598			—			(724,281	)
Net loss		—		(295,957	)		—			(757	)		(296,714	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			(8,025	)		3			(8,022	)
Realized portion on cash flow hedge (net of tax of $0)		—		—			3,937			—			3,937
Actuarial gains and losses on pensions (net of tax of $0)		—		—			(705	)		—			(705	)
Contribution from Partners		—		6,700			—			—			6,700
Unit-based compensation		—		317			—			—			317
Cash settlement of unit-based compensation		—		22			—			—			22
Balance, June 30, 2013	$	—	$	(1,166,797	)	$	148,805		$	(754	)	$	(1,018,746	)

See accompanying notes to consolidated financial statements.

F-10

INTRAWEST CAYMAN L.P.
Consolidated Statements of Cash Flows
Years ended June 30, 2011, 2012 and 2013
(In thousands) 

	2011			2012			2013
Cash (used in) provided by:
Operating activities:
Net loss	$	(498,506	)	$	(336,063	)	$	(296,714	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		76,467			57,655			58,342
Goodwill impairment		64,097			3,575			—
Impairment of real estate held for development		73,230			8,137			1,052
Impairment of long-lived assets held for use		12,140			782			143
(Earnings) loss from equity method investments		(8,299	)		(538	)		5,147
Distributions of earnings from equity method investments		8,233			10,537			6,293
Provision for deferred income taxes		(2,178	)		(2,802	)		(26,169	)
Provision for doubtful accounts		6,353			3,234			2,370
Loss on extinguishment of debt		—			—			11,152
Amortization of deferred financing costs		7,943			5,501			4,969
Realized portion on cash flow hedge		9,242			5,558			3,937
Amortization of facility fee and discount		22,494			40,327			20,982
Unit-based compensation		1,881			579			317
Deferred gain on asset sale		—			(1,478	)		95
Loss (gain) on disposal of assets		29,946			10,921			(6,570	)
Funding of pension plans		(3,788	)		(1,082	)		(816	)
Changes in assets and liabilities:
Accrued interest on notes payable to partners		160,943			195,842			236,506
Restricted cash		799			3,687			(4,778	)
Receivables		11,382			8,257			2,371
Amounts due from related parties		(1,619	)		1,405			383
Inventories		3,756			4,925			5,141
Prepaid expenses and other assets		(8,721	)		(2,694	)		(652	)
Real estate held for development		24,067			27,303			3,353
Accounts payable and accrued liabilities		26,505			4,365			8,863
Amounts due to related parties		159			(13	)		(1,493	)
Deferred revenue and deposits		4,614			(4,530	)		7,541
Net cash provided by operating activities		21,140			43,390			41,765
Investing activities:
Capital expenditures		(27,567	)		(30,061	)		(29,679	)
Distributions of capital from equity method investments		54			4,044			23
Contributions to equity method investments		—			(17	)		(839	)
Proceeds from the disposition of equity method investments		—			—			117,868
Proceeds from the sale of assets		542,010			4,748			18,034
Net cash provided by (used in) investing activities		514,497			(21,286	)		105,407
Financing activities:
Proceeds from bank and other borrowings		25,684			—			565,132
Proceeds from restricted cash		—			—			60,656
Repayments of bank and other borrowings		(600,388	)		(41,518	)		(744,245	)
Financing costs paid		—			—			(21,926	)
Contributions by partners		6,590			—			6,700
Distributions to noncontrolling interest		(4,683	)		—			—
Net cash used in financing activities		(572,797	)		(41,518	)		(133,683	)
Effect of exchange rate changes on cash		6,694			609			(622	)
(Decrease) increase in cash and cash equivalents		(30,466	)		(18,805	)		12,867
Cash and cash equivalents, beginning of year		96,179			65,713			46,908
Cash and cash equivalents, end of year	$	65,713		$	46,908		$	59,775
Supplementary information:
Interest paid	$	70,828		$	50,634		$	53,609
Income tax paid	$	1,282		$	5,329		$	1,082

See accompanying notes to consolidated financial statements.

F-11

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(1) Organization and Business Operations

Intrawest Cayman L.P. (“the Partnership”) was formed on February 20, 2007 under the laws of the Cayman Islands. The Partnership is organized as a holding company that operates through various subsidiaries, which are primarily engaged in the operation of mountain resorts, adventure and real estate businesses, principally throughout North America. The Partnership has a network of six mountain resorts, geographically diversified across North America’s major ski regions. The resorts include Steamboat and Winter Park in Colorado, Stratton in Vermont, Snowshoe in West Virginia, Tremblant in Quebec, and Blue Mountain (50% interest) in Ontario. The Mountain segment derives revenue mainly from sales of lift tickets, retail and rental merchandise, food and beverage, lodging management, ski school services, and golf. The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. In support of CMH’s operations, the Partnership owns 40 Bell helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. The Alpine Aerotech subsidiary provides helicopter maintenance, repair and overhaul services to our fleet of helicopters as well as to aircraft owned by unaffiliated third parties. The Real Estate segment is comprised of ongoing real estate development activities and management, marketing and sales businesses. This segment includes Intrawest Resort Club Group (“IRCG”), a vacation club business, Intrawest Hospitality Management (“IHM”), which manages condominium hotel properties in Maui, Hawaii and in Mammoth, California, and Playground, a residential real estate sales and marketing business. The Real Estate segment also includes costs associated with ongoing development activities, including planning activities and land carrying costs.

In November 2010, the Partnership disposed of its 77% interest in the assets of Whistler Blackcomb in exchange for cash and 24% of the shares of Whistler Blackcomb Holdings Inc. (“Whistler Holdings”), a public company and holder of a 75% interest of Whistler Blackcomb Partnership. Results for the year ended June 30, 2011 included revenues, expenses and depreciation of $38.6 million, $51.1 million and $10.7 million, respectively, related to Whistler Blackcomb. Upon the sale of the assets in November 2010, the noncontrolling interest of $35.6 million was eliminated as the Partnership no longer consolidated the entity as of the date of sale. In December 2012, the Partnership sold its investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition to gain on disposal of equity method investments in the consolidated statements of operations.

During the fiscal years ended June 30, 2011 and 2012, the operations of the Partnership were negatively impacted by macroeconomic factors in its principal markets, including reductions in customer spending and credit availability and other adverse developments affecting real estate markets. These factors resulted in impairments of the Partnership’s assets and incurrence of significant interest expense.

(2) Significant Accounting Policies

 Basis of Presentation

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Partnership, its majority-owned subsidiaries and all variable interest entities (“VIE’s”) for which the Partnership is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Partnership does not have a controlling interest or is not the primary beneficiary, but over which the Partnership is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Partnership’s share of post-acquisition earnings or losses less distributions received.

In January of 2013, the Partnership reorganized its Canadian helicopter business and formed Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Partnership owns a 20% share. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC (“IULC”), a consolidated subsidiary, creating economic dependence thus giving IULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Partnership is the primary beneficiary and is consolidated in these financial statements. As of June 30, 2013, Alpine Helicopters had total assets of $8.0 million and total liabilities of $6.0 million.

F-12

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The significant areas requiring management estimates include the determination of the fair values assigned to net assets acquired in business combinations, analysis of potential impairments and related estimates of fair values of real estate, reporting units and long-lived assets, useful lives for depreciation and amortization calculations, the values assigned to deferred income tax assets, including consideration of the need for valuation allowances, pension obligations, and warranty and other claims provisions.

Cash and Cash Equivalents

Cash and cash equivalents are all highly liquid investments with original terms to maturity of three months or less.

Restricted Cash

Restricted cash deposits are comprised primarily of deposits to settle future claims related to self-insurance, guest lodging in jurisdictions that require such down payments or deposits to be retained in a trust account, and to secure certain letters of credit. As of June 30, 2012 and 2013, the Partnership’s restricted cash balances were $71.1 million and $13.7 million, respectively. Restricted cash balances were held as security for insurance claims for the Partnership’s self-insurance policy and credit card transactions as well as security for executive pension plans. As of June 30, 2012, the Partnership had restricted cash of $60.7 million collateralizing letters of credit, which was released in connection with the 2012 debt refinancing.

Receivables

Trade receivables are stated at amounts due from customers for the Partnership’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis. The Partnership recognized a provision for doubtful accounts of $6.4 million, $3.2 million and $2.4 million for the years ended June 30, 2011, 2012 and 2013, respectively.

For notes receivable, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note. Interest income on notes receivable was $6.4 million, $5.7 million and $5.2 million for the years ended June 30, 2011, 2012 and 2013, respectively.

Inventories

Inventories consisting of retail goods, food and beverage products are recorded at the lower of cost and net realizable value, determined using the weighted-average cost method.

Vacation points inventories are stated at the lower of cost or market value less cost to sell. Inventory costs are allocated to cost of point sales using a method that approximates the relative sales value method. The Partnership periodically reviews the carrying value of the inventory for impairment.

Real Estate Held for Development

Real estate held for development is recorded at the lower of cost or net realizable value. Cost for land and infrastructure for development includes all expenditures incurred in connection with the acquisition, development and construction of real estate. These expenditures consist of all direct costs, interest on specific debt, interest on total costs financed by the Partnership’s pooled debt and property taxes during the development period. The Partnership expenses costs directly related to the acquisition of new real estate properties and resort businesses. The Partnership capitalizes interest once construction activities commence and real estate deposits have been utilized in construction.

F-13

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The Partnership has not been involved in new development activities during the years ended June 30, 2011, 2012 or 2013. Costs incurred in connection with operating properties classified as real estate held for development are charged to cost of sales when incurred. Indirect and general and administrative overhead costs are expensed as incurred. Sales commission expenses are recorded in the period that the related revenues are recorded.

Real estate held for development is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of a particular real estate property exceeds the estimated net realizable value. The Partnership recorded impairment charges of $73.2 million, $8.1 million and $1.0 million on the consolidated statements of operations in the years ended June 30, 2011, 2012 and 2013, respectively.

Deferred Charges and Other Assets

Deferred financing costs consist of legal and other fees directly related to debt financing of the Partnership’s businesses. These costs are amortized by methods that approximate the effective interest method over the term of the related financing to interest expense.

Long-Lived Assets

Long-lived assets subject to depreciation and amortization, including property, plant and equipment and intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Partnership recorded impairment charges on long-lived assets held for use of $12.1 million, $0.8 million and $0.1 million in the years ended June 30, 2011, 2012 and 2013, respectively.

Property, plant and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the service capacity or extend the useful life of an asset are capitalized. When property, plant and equipment are retired or otherwise disposed of, the related gain or loss is included on the consolidated statement of operations. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of each asset category, which are as follows:

Buildings and building improvements	5 – 40 years
Ski lifts and area improvements	5 – 30 years
Automotive, helicopters and other equipment	3 – 20 years
Golf course improvements	20 years

Certain buildings, area improvements and equipment are located on leased or licensed land and are amortized over the lesser of the lease or license term or its estimated useful life.

Intangible assets are amortized on a straight-line basis over their estimated useful lives, which is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful lives of each intangible asset category are as follows:

Permits and licenses	20 – 45 years
Trademarks and trade names	20 years
Customer relationships	8 years
Other intangibles	8 – 20 years

The Partnership capitalizes costs incurred to renew or extend the term of a recognized intangible asset, such as permits and licenses, and amortizes such costs over the remaining life of the asset. Permits and licenses are amortized using the straight-line method over the shorter of their estimated useful lives or the period until the permit renews.

Goodwill

Goodwill represents the excess of purchase price over fair value of the net assets of businesses acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually as of June 30th and at any time when events or conditions suggest impairment may have occurred. The Partnership has reporting units with allocated goodwill in both the Mountain and Real Estate segments. During the year ended June 30, 2013, the provisions of

F-14

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

Accounting Standards Update 2011-08 Testing Goodwill for Impairment (“ASU 2011-08”) were adopted. ASU 2011-08 permits the Partnership to perform a qualitative assessment (termed a “step zero impairment test”) of potential impairment indicators to assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, before proceeding to a quantitative two-step goodwill impairment test. If the Partnership determines that it is not more likely than not that the fair value of the reporting unit exceeds its carrying value, the two-step goodwill impairment test is required. In the two-step impairment test, the Partnership compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of each reporting unit is determined based on expected discounted future cash flows. If the carrying amount of a reporting unit exceeds its fair value, the goodwill within the reporting unit may be potentially impaired. An impairment loss is recognized if the carrying amount of the goodwill exceeds implied fair value of that goodwill.

Deferred Revenue and Deposits

Deferred revenue and deposits are mainly comprised of season pass revenue, government grants, lodging and tour deposits, deposits on real estate sales and mountain club initiation deposits. Deferred revenue relating to the sale of season passes is recognized throughout the season based on the estimated number of skier visits based on historical data. Deferred revenue relating to government grants associated with capital assets and revenue-producing properties are recognized on the same basis as the related asset, while deferred revenue relating to government grants associated with properties under development and properties held for sale are recorded against cost of sales when the sale is recognized. Lodging and tour deposits deferred revenue is recognized when the related service is provided. Deferred revenue relating to real estate deposits is recognized upon closing of the sale. Deferred revenue relating to mountain club initiation deposits is recognized on a straight-line basis over the estimated membership terms.

Advertising Costs

The Partnership expenses advertising costs at the time such advertising commences. Advertising expenses are classified in operating expenses on the consolidated statements of operations and were $15.9 million, $12.8 million and $14.4 million for the years ended June 30, 2011, 2012 and 2013, respectively.

Self-Insured Liabilities

The Partnership has a policy of self-insuring when the expected losses from self-insurance are low relative to the cost of purchasing third-party insurance at various deductible levels. The self-insurance program includes workers’ compensation in the United States and property, automobile and general liability coverage in the United States and Canada. An accrual for self-insured liabilities is recorded based on management’s best estimate of the ultimate cost to settle claims considering historical claims experience, claims filed and the advice of actuaries and plan administrators.

Liabilities for insurance-related assessments are not discounted and are included as part of other long-term liabilities on the consolidated balance sheets. As of June 30, 2012 and 2013, the liability balances were $9.5 million and $6.7 million, respectively.

Revenue Recognition

The following describes revenue recognition for the Partnership:

(i) Mountain segment revenue is derived from a wide variety of sources, including sales of lift tickets (including season passes), ski school operations, dining operations, retail sales, equipment rentals, lodging operations and food and beverage operations. Revenue is recognized as goods are delivered or services are performed.

(ii) Adventure segment revenue is derived from a variety of sources, including all-inclusive packages for stays and tours for heli-skiing, mountaineering and hiking at Partnership owned and leased resorts, as well as ancillary revenues from helicopter maintenance and repair services, off-season fire suppression services and leasing. Revenues are recognized as goods are delivered or services are performed.

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INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(iii)

The Real Estate segment earns revenues from IRCG, IHM and Playground. During the fiscal years presented, there were no active development projects or development revenues. IRCG generates revenues from the sale of vacation points, management of Club Intrawest properties, an unaffiliated, not-for-profit entity, management of a private exchange company, and income on the receivables portfolio. Vacation points revenue associated with membership in the vacation ownership business of IRCG is recognized when the purchaser has paid the amount due on closing, all contract documentation has been executed and all other significant conditions of sale are met. The Partnership follows real estate time-sharing accounting principles, which set out specific guidelines for assessing whether the buyer’s initial and continuing investments are adequate to demonstrate a commitment to pay for the property. Such a demonstration is required for the seller of a time-sharing arrangement to recognize profit by the full accrual method. Sales are recorded upon closing when profitability can be determined and collectability can be reasonably assured. Buyers can finance a portion of the sales price through nonrecourse loans. IHM generates revenue from managing rental operations at the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California. Playground earns revenue from the commissions on the sales of real estate. The Partnership also manages commercial real estate for owned properties and third parties.

Commission revenue from brokerage operations for Partnership owned real estate is included in real estate revenue and is recognized at the time an offer of sale is closed by the purchaser or all other contractual obligations have been satisfied. Commission revenue for third-party projects from real estate brokerage operations is included in real estate revenue and is recognized when the deals listing agreement is executed.

Income Taxes

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between tax bases of assets and liabilities and book basis reported in the consolidated balance sheets and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. To the extent that it is not considered to be more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is provided.

The Partnership recognizes accrued interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in operating expenses in the consolidated statements of operations.

Foreign Currency Translation

These consolidated financial statements are presented in U.S. dollars. The Partnership’s Canadian subsidiaries generally use the Canadian dollar as their functional currency.

The accounts of entities where the U.S. dollar is not the functional currency are translated into U.S. dollars using the exchange rate in effect at the balance sheet date for asset and liability amounts and at the average rate for the period for amounts included in the determination of income. Cumulative unrealized gains or losses arising from the translation of the financial position of these subsidiaries into U.S. dollars are included in Partners’ deficit as a component of accumulated other comprehensive income (loss).

Exchange gains or losses arising from the translation of transactions that are denominated in foreign currencies into the applicable functional currency are included in the determination of income. Total foreign exchange loss from transactions was $1.5 million for the year ended June 30, 2011. Total foreign exchange gains from transactions was $0.4 million and $0.6 million for the years ended June 30, 2012 and 2013, respectively. Foreign exchanges gains and losses are reported in other income (expense), net in the consolidated statements of operations.

Unit-Based Compensation

The Partnership has implemented unit-based compensation plans as described in note 13. The awards under the plans are measured at the grant date based on the estimated fair value of the award using a fair value pricing model and are charged to income as compensation expense over the vesting period. Any consideration paid on the exercise of

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INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

options or purchase of shares is credited to Partners’ deficit. As of June 30, 2013, there are no options outstanding and all restricted units have vested. As of June 30, 2013, no awards are eligible to be converted to Partnership units and all other awards have been forfeited.

Employee Benefit Plans

Substantially all of the Partnership’s employees are covered by defined contribution plans or by Partnership-sponsored 401(k) plans. The Partnership’s contributions to these plans are based on a percentage of employee compensation. These plans are funded on a current basis.

In addition, certain employees are covered by noncontributory defined benefit pension plans. These plans are funded in conformity with the funding requirements of applicable government regulations. Generally, benefits are based on age, years of service and level of compensation during the final years of employment. The Partnership accounts for these defined benefit plans by accruing its obligations under the employee benefit plans and the related costs as the underlying services are provided. No further service benefits are being earned by plan participants in the defined plans.

The funded status of defined benefit plans is recognized entirely on the consolidated balance sheets. The amount recognized as an asset or liability for pension and other postretirement benefit plans is measured as the difference between the benefit obligation and the fair value of plan assets. Overfunded plans are aggregated and recognized as an asset while underfunded plans are aggregated and recognized as a liability. Actuarial gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net pension expense are recognized in accumulated other comprehensive income (loss) net of income tax effects. Actuarial gains and losses are comprised of changes in the amount of either the projected benefit obligation (for pension plans), the accumulated benefit obligation (for other postretirement plans) or differences between actual and expected return on plan assets and from changes in assumptions.

The Partnership measures its pension assets and liabilities as of June 30^th of each year.

Fair Value of Financial Instruments

The Partnership has various financial instruments, including cash and cash equivalents, receivables, payables, accrued liabilities and debt obligations. Due to their short-term nature, or, in the case of receivables, their market comparable interest rates, the instruments’ book value approximates their fair value. Certain of the Partnership’s long-term debt bears interest at floating rates. Fluctuations in these rates will impact the cost of financing incurred in the future. The fair value of debt was calculated using Level 3 inputs.

Derivative Financial Instruments

The Partnership engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Partnership’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2012 and 2013, the Partnership has no significant outstanding derivative instruments. Prior to October 2008, the Partnership had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Partnership estimates that $3.0 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

The Partnership’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Partnership places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Partnership does not

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INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Partnership transacts business, as well as their dispersion across many geographical areas. The Partnership performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Impact of Recently Issued Accounting Standards

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This update addresses when unrecognized tax benefits should be presented as reductions to deferred tax assets for net operating loss carryforwards in the financial statements. The Partnership adopted this standard retrospectively and there was no material impact on the consolidated financial statements.

In January 2011, the FASB issued Fair Value Measurements and Disclosures: Improving Disclosures about Fair Value Measurements as they relate to financial assets and liabilities. This update introduces new requirements and clarifies existing requirements for the disclosure of fair value measurements. Separate disclosure is required for the significant transfers into and out of Level 1 and Level 2 fair value measurements. An entity must disclose and consistently follow its policy for determining when transfers between levels are recognized. Also, the FASB clarified existing fair value measurement disclosure for transactions on a gross basis in the reconciliation of Level 3 fair value measurements. The Partnership adopted the disclosure requirements prospectively and there was no material impact on the consolidated financial statements.

In September 2011, the FASB issued Testing Goodwill for Impairment. This update allows entities an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity would no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The Partnership adopted this standard effective July 1, 2012, and there was no material impact on the consolidated financial statements.

In June 2011, the FASB issued Presentation of Comprehensive Income (“ASU 2011-05”). This update was amended in December 2011 by ASU No. 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income.” This update defers only those changes in update ASU 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in ASU 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The Partnership adopted these requirements retrospectively effective July 1, 2012 and there was no material impact on the consolidated financial statements.

Recent Accounting Standards Issued But Not Yet Effective

In February 2013, the FASB issued Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments in this update supersede and replace the presentation requirements for reclassifications out of accumulated other comprehensive income in ASUs 2011-05, Presentation of Comprehensive Income (issued in June 2011) and 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income (issued in December 2011). The amendments are effective July 1, 2013 for the Partnership. The adoption of this authoritative guidance will not have an impact on the Partnership’s financial position or results of operations, but will require the Partnership to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Partnership would instead cross- reference to the related note for additional information.

In July 2012, the FASB issued Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles—Goodwill and Other (Topic 350): Testing

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INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The amendments are effective for the Partnership July 1, 2013. The adoption of this update is not expected to have a material impact on the consolidated financial statements.

(3) Supplementary Balance Sheet Information

Receivables

Receivables as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012			2013
Receivables – current:
Trade receivables	$	16,416		$	14,522
Loans, mortgages and notes receivable		10,524			10,467
Other amounts receivable		21,500			21,642
Allowance for doubtful accounts		(10,332	)		(8,333	)
	$	38,108		$	38,298

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012		2013
Trade payables	$	54,667	$	53,390
Other payables and accrued liabilities		4,680		8,806
	$	59,347	$	62,196

Deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012		2013
Deferred revenue and deposits – current:
Season pass and other	$	22,830	$	31,262
Lodging and tour deposits		12,591		12,147
Deposits on real estate sales		7,795		8,701
	$	43,216	$	52,110

	June 30,
	2012		2013
Deferred revenue and deposits – long term:
Government grants	$	13,843	$	12,814
Club initiation deposits and other		11,964		9,301
	$	25,807	$	22,115

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INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

Other long-term liabilities

Other long-term liabilities as of June 30, 2012 and 2013 consisted of the following (in thousands):

	June 30,
	2012		2013
Other long-term liabilities:
Pension liability	$	33,132	$	34,456
Other long-term liabilities		32,794		21,880
	$	65,926	$	56,336

(4) Notes Receivable

 The Partnership allows deferred payment terms that exceed one year for customers purchasing vacation points. A note receivable exists when all contract documentation has been executed. Notes receivable primarily consist of nonrecourse installment loans. The Partnership performs a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses is required. As of June 30, 2012 and 2013, the allowance for credit losses on the notes receivable was $3.5 million and $3.4 million, respectively.

(5) Property, Plant and Equipment

 Property, plant and equipment consist of the following as of June 30, 2012 and 2013 (in thousands):

	Cost		Accumulated   depreciation and amortization		Net book   value
2012:
Land	$	39,658	$	—	$	39,658
Buildings		263,424		58,600		204,824
Ski lifts and area improvements		235,694		106,039		129,655
Automotive, helicopters and other equipment		277,263		156,706		120,557
Golf course improvements		23,988		8,504		15,484
	$	840,027	$	329,849	$	510,178

	Cost		Accumulated   depreciation   and amortization		Net book   value
2013:
Land	$	37,753	$	—	$	37,753
Buildings		253,178		66,540		186,638
Ski lifts and area improvements		232,736		105,578		127,158
Automotive, helicopters and other equipment		275,851		165,594		110,257
Golf course improvements		23,702		9,652		14,050
	$	823,220	$	347,364	$	475,856

Depreciation and amortization expense on property, plant and equipment for the years ended June 30, 2011, 2012 and 2013 totaled $65.8 million, $51.4 million and $51.5 million, respectively.

During the year ended June 30, 2011, certain reporting units experienced deteriorated financial performance including reduced profitability at certain locations. These factors resulted in losses and an unfavorable outlook, which were indicators of potential impairment of property, plant and equipment at these certain locations. The Partnership tested the recoverability of its long-lived assets using projected future undiscounted cash flows based on internal budgets. The Partnership recorded an impairment charge on long-lived assets held for use of $12.1 million in the year ended

F-20

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

June 30, 2011, the majority of which related to the Mountain segment. During the years ended June 30, 2012 and 2013, the Partnership recorded impairment charges of $0.8 million and $0.1 million, respectively, primarily related to legacy and other non-core operations.

(6) Real Estate Held for Development

Real estate held for development was $193.8 million and $164.9 million as of June 30, 2012 and 2013, respectively.

The Partnership monitors for triggering events that indicate real estate held for development may be impaired. The Partnership experienced deteriorated real estate conditions which indicated that real estate held for development could have carrying values higher than their fair values in the periods presented. Consequently, the Partnership obtained third party valuations and recorded impairment charges on real estate held for development in the consolidated statements of operations of $73.2 million, $8.1 million and $1.1 million in the years ended June 30, 2011, 2012 and 2013, respectively. Impairments related to legacy and non-core operations for the years ended June 30, 2011, 2012 and 2013 were $12.0 million, $8.1 million and $1.0 million, respectively. Impairments related to the Real Estate segment for the years ended June 30, 2011, 2012 and 2013 were $61.2 million, $0 and $0.1 million, respectively.

(7) Equity Method Investments

The Partnership had total equity method investments of $196.6 million and $86.3 million as of June 30, 2012 and 2013, respectively.

The Partnership’s carrying amount of its equity method investments reflects its expectation of cash to be realized from its interests in the net assets of the affiliate, taking into account the return order of equity distribution per the respective agreements.

The Partnership accounts for its equity method investments using the equity method. The difference between the carrying value and the undistributed earnings is primarily comprised of goodwill.

The Partnership had the following ownership interest in its equity method investments as of June 30, 2013, including:

	Ownership   interest
Blue Mountain Resorts Limited		50.0%
Chateau M.T. Inc.		49.5
Mammoth Hospitality Management, LLC		50.0
MMSA Holdings Inc.		15.0

In December 2012, the Partnership sold its 24% investment in Whistler Holdings and recorded a $17.9 million gain related to this disposition to gain on disposal of equity method investments in the consolidated statements of operations.

F-21

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

Although the Partnership owns less than 20% of MMSA Holdings Inc. (“MMSA”), the equity method is used to account for this investment because the Partnership exercises significant influence over MMSA by virtue of holding a seat on the MMSA board of seven members. In addition, the Partnership owns 50% of Mammoth Hospitality Management, LLC, which also has an ownership interest in MMSA.

The Partnership currently holds a 49.5% voting interest in Chateau M.T. Inc. (“Chateau”) with a non-voting debt interest that can be converted to voting interest, resulting in up to a 57% economic ownership interest in the entity. The following are combined summarized data for the Partnership’s equity method investments (in thousands): 

	June 30,
	2012		2013
Current assets	$	118,768	$	60,835
Noncurrent assets		1,314,283		497,850
Current liabilities		96,252		75,919
Noncurrent liabilities		519,775		239,974
Noncontrolling interest		144,694		6,999

	Year Ended June 30,
	2011		2012		2013
Net revenues	$	409,004	$	412,086	$	271,376
Gross profit		390,989		396,165		254,348
Income (loss) from continuing operations		51,554		27,641		(28,329	)
Net income (loss)		45,367		19,674		(21,033	)
Partnership’s share of investee’s earnings (loss)		8,299		538		(5,147	)

(8) Intangible Assets

 Finite-lived intangible assets as of June 30, 2012 and 2013 are as follows (in thousands): 

	Cost		Accumulated   amortization		Net book   value
2012:
Permits and licenses	$	16,759	$	3,858	$	12,901
Trademarks and trade names		76,090		20,769		55,321
Customer relationships		17,571		12,320		5,251
Other		9,188		9,107		81
	$	119,608	$	46,054	$	73,554

	Cost		Accumulated   amortization		Net book   value
2013:
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

Amortization expense was $10.6 million, $6.3 million and $6.8 million for the years ended June 30, 2011, 2012 and 2013, respectively.

F-22

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The estimated aggregate intangible amortization expense for the next five years is as follows (in thousands):

2014	$	6,523
2015		5,224
2016		4,385
2017		4,385
2018		4,385

(9) Goodwill

 Goodwill and changes therein for the years ended June 30, 2012 and 2013 are as follows, by segment, (in thousands):

	Mountain		Real Estate			Total
Balance as of June 30, 2011	$	93,418	$	5,498		$	98,916
Impact of foreign exchange and other		—		(730	)		(730	)
Impairment charge		—		(3,575	)		(3,575	)
Balance as of June 30, 2012		93,418		1,193			94,611
Impact of foreign exchange and other		—		(2	)		(2	)
Balance as of June 30, 2013	$	93,418	$	1,191		$	94,609

On October 26, 2006, an entity owned indirectly by funds managed by Fortress Investment Group LLC (“Fortress”) acquired all of the issued and outstanding shares of Intrawest Corporation, the Partnership’s predecessor (“the Predecessor”). Substantially concurrent with the acquisition, Fortress effected a reorganization of the Predecessor that resulted in it becoming IULC, an unlimited liability company incorporated under the laws of the Province of Alberta, Canada. Subsequent to the acquisition, Fortress effected further reorganizations whereby the former travel business of the Predecessor, Abercrombie & Kent Group of Companies, S.A. (“A&K”), was transferred to a separate partnership, Wintergames Travel (“Wintergames”). In March of 2007, the Partnership acquired Steamboat and recorded $9.6 million of goodwill. As a result of the Partnership’s disposition of its 77% interest in the assets of Whistler Blackcomb in the year ended June 30, 2011, the Partnership disposed of $411.0 million of goodwill. Also in the year ended June 30, 2011, the Partnership recorded a noncash pretax goodwill impairment charge of $64.1 million primarily related to the Mountain segment. 

At June 30, 2013, the Partnership considered qualitative factors to evaluate whether it was more likely than not that any reporting unit’s fair value was less than its carrying amount and determined quantitative impairment testing was not necessary. At June 30, 2012, the Partnership considered the seasonal results of all reporting units with goodwill along with other ski resort industry valuation metrics and current revised future expectations and determined no impairment of goodwill was required to be recognized for the Mountain reporting units. However, the Partnership determined that the fair value of certain assets in the Real Estate reporting units was lower than the carrying value, and a noncash pretax goodwill impairment charge was recorded for $3.6 million in June 2012. 

F-23

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(10) Long-Term Debt and Notes Payable to Partners

Long-term debt as of June 30, 2012 and 2013 is as follows (in thousands): 

	June 30,
	2012		2013
FY13 First Lien Loans(a)	$	—	$	441,669
FY13 Second Lien Loans(a)		—		122,084
FY10 First Lien Loans(b)		294,349		—
FY10 Second Lien Loans(b)		405,325		—
Obligations under capital leases(c)		21,787		20,264
Other obligations(d)		12,052		4,846
Interim financing on properties under development and held for sale(e)		2,568		—
		736,081		588,863
Less current maturities(f)		16,681		8,201
	$	719,400	$	580,662

Notes payable to partners as of June 30, 2012 and 2013 are as follows (in thousands):

	June 30,
	2012		2013
Third Lien Loan(b)	$	183,812	$	196,991
Accrued interest on Third Lien Loans		84,140		133,328
Tranche B Term Loans(g)		300,000		300,000
Accrued Interest on Tranche B Term Loans		329,711		469,963
Affiliate Loan(g)		100,000		100,000
Accrued interest on Affiliate Loan		111,342		158,413
	$	1,109,005	$	1,358,695

(a) The Partnership and certain subsidiaries entered into new credit agreements on December 4, 2012 (the “FY13 First Lien Loans” and the “FY13 Second Lien Loans,” collectively known as the “FY13 Lien Loans”). The proceeds from these loans were used to extinguish the existing debt under the First Lien Credit Agreement dated April 27, 2010 (the “FY10 First Lien Loans”) and the Second Lien Credit Agreement also dated April 27, 2010 (“FY10 Second Lien Loans”).

The FY13 First Lien Loans have a maturity date of December 4, 2017 and bear interest at LIBOR + 5.75% with a LIBOR floor of 1.25%. The agreement requires quarterly principal payments in the amount of $1.125 million. The net cash proceeds received from the FY13 First Lien Loans were reduced by an Original Issuer Discount of $6.75 million. The discount is amortized using the effective interest method over the term of the loan ($6.1 million at 8.33% remaining as of June 30, 2013).

The FY13 Second Lien Loans have a maturity date of December 4, 2018 and bear interest at LIBOR + 9.5%, with a LIBOR floor of 1.25%. No principal payments are required until the maturity date. The net cash proceeds received from the FY13 Second Lien Loans were reduced by an Original Issuer Discount of $3.125 million. The discount is amortized using the effective interest method over the term of the loan ($2.9 million at 12.24% remaining as of June 30, 2013). The FY13 Second Lien Loans also havea 3% call premium if voluntarily repaid prior to the second anniversary of the December 4, 2012 closing date, and 1% call premium if voluntarily repaid between the second and third anniversary.

The Partnership capitalized costs of $21.9 million in connection with the FY13 Lien Loans in deferred charges and other on the consolidated balance sheets. These costs are amortized using the effective interest method over the remaining term ($15.5 million at 8.33% for the FY13 First Lien Loan and $4.4 million at 12.24% for the FY13 Second Lien Loan remaining as of June 30, 2013).

F-24

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The Partnership’s obligations under the FY13 Lien Loans are collateralized by a guarantee of the Partnership and guarantees of substantially all of its material subsidiaries. The guarantees are further supported by mortgages against certain properties held by subsidiaries of the Partnership. The collateral includes both general and specific assets.

The FY13 Lien Loans provide for affirmative and negative covenants that restrict, among other things, the Partnership’s ability to incur indebtedness, dispose of property, make capital expenditures, or make investments or distributions. In addition, the FY13 Lien Loans include financial covenants related to leverage and interest coverage ratios. They also include customary cross-default provisions with respect of certain other borrowings of the Partnership, and in certain circumstances, borrowings of noncontrolled partnerships where the Partnership has provided a guarantee.

Wintergames pledged its shares in A&K as security and provided a guarantee of the obligations of the Partnership and its subsidiaries under the FY13 Lien Loans and the Tranche Loans (discussed in note 10(g)). These consolidated financial statements do not include the results of Wintergames. Wintergames and its subsidiary A&K are also subject to affirmative and negative covenants under the FY13 Lien Loans and are included in the calculation of the restrictive financial covenants. At June 30, 2013, Wintergames has no amounts outstanding under the FY13 Lien Loans or the Tranche Loans.

The Partnership was in compliance with the covenants of the FY13 Lien Loans at June 30, 2013.

(b) On April 27, 2010, the Partnership and certain subsidiaries entered into a series of credit agreements (the FY10 First Lien Loans, the FY10 Second Lien Loans, and the Third Lien Loan).

On December 4, 2012, the FY10 First Lien Loans and FY10 Second Lien Loans were fully repaid with proceeds from the FY13 Lien Loans. As a result, the Partnership recorded an $11.2 million loss on extinguishment of debt in the consolidated statements of operations in the year ended June 30, 2013.

The Third Lien Loans entered into with affiliates of the Partnership had an original maturity date of April 27, 2013 and were extended to June 4, 2019 on December 4, 2012. The Third Lien Loans bear interest at 15.6% per annum until April 24, 2015, at which point the interest rate will increase to 22.5% per annum. No interest payments are to be made and interest is accrued monthly and compounded quarterly until the maturity date. In addition, the Third Lien Loan has a principal balance repayable at maturity of $210 million. The $60 million difference between the $210 million principal balance repayable at maturity and the funds advanced of $150 million, the discount, is amortized using a method which approximates the effective interest method over the term of the loan ($13 million remaining at June 30, 2013). The Third Lien Loan is subordinate to the FY13 Lien Loans for the purpose of security.

(c) Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. As of June 30, 2012 and 2013, the carrying value of leased assets was $ 66.1 million and $69.2 million, respectively, net of accumulated amortization of $21.3 million and $25.4 million, respectively. Amortization of assets under capital leases is included in depreciation and amortization expense in the consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and interest rates that range from 3% to 20%.

The Partnership operates the Winter Park ski resort under a capital lease agreement that requires lease payments that are both fixed and variable. The fixed portion of the agreement is included in the table below.

Future minimum payments under the capital leases consisted of the following as of June 30, 2013 (in thousands):

2014	$	2,658
2015		2,362
2016		20,279
2017		145
2018		145
Thereafter		493
Total minimum lease payments		26,082
Less amount representing interest		5,818
Present value of net minimum lease payments	$	20,264

F-25

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(d) In addition to various other lending agreements, a subsidiary of the Partnership entered into government loan agreements with remaining terms ranging from two to three years and interest rates ranging from 0% to 7.25%. Government loan agreements were $4.0 million and $3.3 million as of June 30, 2012 and 2013, respectively.

(e) The Partnership or its subsidiaries enter into construction loan agreements from time to time for specific real estate projects. These agreements typically are revolving and must be used for the payment of certain costs in connection with the real estate projects. Repayment is generally from closings of unit sales. Project specific financing construction loans outstanding were $2.6 million and $0 at June 30, 2012 and 2013, respectively. Borrowings under the construction loan agreements are based on various floating base rates. At June 30, 2012, the weighted average borrowing rate was 5.0%.

(f) Current maturities represent principal payments due in the next 12 months. Aggregate maturities for long-term debt and capital lease obligations outstanding as of June 30, 2013 are as follows (in thousands):

2014	$	8,201
2015		7,751
2016		20,953
2017		4,942
2018		423,894
Thereafter		123,122
	$	588,863

(g) On October 23, 2008, the Partnership and the subsidiary borrowers entered into an amendment (the “Second Amendment”) of their credit agreement to, among other things: (i) restructure the approximately $1.7 billion outstanding at October 23, 2008 into two tranches of term loans, (the “Tranche A Term Loans” and the “Tranche B Term Loans”); (ii) have the Tranche A Term Loans, including the interest rate swap settlement payment described in item (iii) equal $1.4 billion and the Tranche B Term Loan equal $300 million; (iii) include an amount in the repayment of the liability owing upon termination of the Partnership’s interest rate swaps in October 2008 of $111.4 million as part of the Tranche A Term Loan.

On April 27, 2010, the Tranche A Term Loans were repaid from proceeds under the FY10 First Lien Loans, the FY10 Second Lien Loans and the Third Lien Loan.

The Tranche B Term Loans had a maturity date of April 24, 2015 and were extended to June 4, 2019 on December 4, 2012. The Tranche B Term Loans bear interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Tranche B Term Loans are subordinate to the FY13 Lien Loans and the Third Lien Loan for the purpose of security.

In addition, on October 23, 2008, the Partnership through its subsidiaries entered into a loan agreement with affiliates of its partners to borrow $100 million (the “Affiliate Loan”). The Affiliate Loan had a maturity date of October 22, 2013 and was extended to June 4, 2019 on December 4, 2012. It bears interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Affiliate Loan is subordinated to all obligations under the FY13 Lien Loans and the Third Lien Loan and is currently unsecured but may, at the option of the lender, be subject to the same security as the Tranche B Term Loan.

The Partnership capitalized $29.2 million in connection with the Second Amendment to deferred costs and other on the consolidated balance sheets. These costs are amortized using the straightline method, which approximates the effective interest method, over the remaining term ($2.1 million remaining as of June 30, 2013).

The amounts due to Partners comprising the Tranche B Term Loans and the Affiliate Loans aggregating $1 billion as of June 30, 2013 must be repaid on June 4, 2019 unless there is an amount outstanding under the Third Lien Loan, in which case they are extended until 2020. The Third Lien Loan, with a balance of $330 million

F-26

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

as of June 30, 2013, must be repaid on June 4, 2019, but is automatically extended to June 4, 2020 if balances are outstanding under the FY13 Lien Loans.

The Partnership was in compliance with the covenants of the Tranche B Term Loans and the Affiliate Loan at June 30, 2013.

On December 4, 2012, the Partnership entered into a credit agreement with Goldman Sachs Lending Partners LLC and UBS Securities LLC (“First Lien Credit Agreement”) to secure a $55.0 million letter of credit facility and a $20.0 million revolving line of credit. The extensions of credit on the revolving facility may be made in the form of loans or letters of credit. The Partnership is required to adhere to certain operating and financial covenants including a minimum interest coverage ratio and a total secured debt leverage ratio. 

The annual interest rate for cash borrowings and letter of credit issuances under this agreement ranges from 4.5% to 7.0%. 

The Partnership agrees to pay an annual commitment fee to Goldman Sachs Lending Partners LLC equal to 0.5% of the unused revolving line of credit and unused letter of credit facility up to $5.0 million from December 4, 2012 through December 4, 2017 plus 5.75% of the amount in excess of $5.0 million. Pursuant to the terms of the agreement, any outstanding obligations under the line of credit are secured by substantially all of the Partnership’s assets. As of June 30, 2013, the Partnership had letters of credit outstanding totaling $52.4 million. There have been no cash borrowings against the revolving line of credit since it was established. 

The Partnership recorded gross interest expense of $ 304.4 million, $331.8 million and $335.0 million in the consolidated statements of operations for the years ended June 30, 2011, 2012 and 2013, respectively, of which $7.9 million, $5.5 million and $5.0 million was amortization of deferred financing costs. 

In October 2006, the Partnership entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Partnership’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts on conversion at October 11, 2008 was a liability of $111.4 million. The terminated swap liability recorded in accumulated other comprehensive income is being recognized periodically as an adjustment to interest expense consistent with hedge accounting principles. The portion included in interest expense in the consolidated statements of operations for the years ended June 30, 2011, 2012 and 2013 was $9.2 million, $5.6 million and $3.9 million, respectively.

F-27

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(11) Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value: 

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 A summary of the carrying amount and fair value of the Partnership’s financial instruments for which there is a difference between carrying value and fair value is as follows (in thousands):

	June 30, 2012				June 30, 2013
	Carrying   Value		Fair   Value		Carrying   Value		Fair   Value
Long-term debt	$	699,674	$	542,183	$	563,753	$	544,717

The Partnership’s debt is recorded at cost and is not actively traded. Fair value is estimated based on discounted future contractual cash flows and a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, with adjustments for credit risk. Accordingly, the Partnership’s debt is classified within Level 3 of the fair value hierarchy. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans. Due to the debt terms received from partners, the Partnership has determined that it is not practicable to estimate the fair value of the notes payable to partners because of the lack of market comparable terms and the inability to estimate the fair value without incurring excessive cost. 

(12) Partnership Units

Intrawest Cayman G.P. Ltd is owned indirectly by funds managed by the limited partners. The Partnership’s capital accounts are comprised of 100% limited partner interests. The limited partners have limited rights of ownership as provided for under the partnership agreement, and the right to participate in distributions as determined by the general partner. The general partner manages the Partnership’s operations. 

The Partnership receives annual distributions from Fortress, which are recorded as capital contributions in Partners’ deficit on the consolidated balance sheets. Amounts received in 2011, 2012 and 2013 were $6.6 million, $3.4 million and $6.7 million, respectively. The Partnership and its subsidiaries have no obligation to repay Fortress for such payments. 

(13) Unit-Based Compensation Plans

In June 2007, the Partnership introduced an equity based compensation plan for eligible executives and authorized 53,100 partnership units to be awarded under the plan.  Plan participants receive awards based on the country in which they live.  Those awards can be converted into Partnership units upon exercise.

For Canadian participants, options are granted to acquire shares in a subsidiary of IULC.  They have an exercise price of $.01 and vest over a four or five year period. For the four-year vesting term, one-third vests after each of years two, three and four.  For the five-year vesting term, one-third vests after each of years three, four and five.  The weighted average grant date fair value of the options granted was $62 for the year ended June 30, 2011.  There were no grants in the years ended June 30, 2012 or 2013. 

For U.S. participants, restricted units are granted in US Holdings.  These grants vest over a five-year period, with one-third vesting after each of years three, four and five. 

F-28

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

As of June 30, 2013, there are no options outstanding and all restricted units have vested.  33,298 options and restricted units remain available for grant and 4,300 Partnership units have been issued from conversion of exercised options or vested restricted units (300 units in fiscal year 2011, 2,000 units in fiscal year 2012 and 2,000 units in fiscal year 2013).  As of June 30, 2013, no Canadian or U.S. awards are eligible to be converted to Partnership units and all other awards have been forfeited. 

Total compensation expense associated with these awards recognized in operating expenses in the statements of operations was $1.9 million, $0.6 million and $0.3 million in each of fiscal years ended June 31, 2011, 2012 and 2013, respectively.  No tax benefit was recognized in any year associated with the grants. 

(14) Income Taxes

(a) The consolidated income tax (benefit) expense from continuing operations attributable to the Partnership’s tax-paying entities is as follows (in thousands):

	Year Ended June 30,
	2011			2012			2013
Income taxes:
Current	$	8,733		$	(3,034	)	$	2,553
Deferred		(2,178	)		(2,802	)		(26,169	)
	$	6,555		$	(5,836	)	$	(23,616	)

Income tax (benefit) expense of the following components are as follows (in thousands):

	Year Ended June 30,
	2011			2012			2013
Current income taxes:
United States	$	5,833		$	(5,987	)	$	173
Foreign		2,900			2,953			2,380
Total current income tax (benefit) expense		8,733			(3,034	)		2,553
Deferred income taxes:
United States		—			—			—
Foreign		(2,178	)		(2,802	)		(26,169	)
Total deferred income tax benefit		(2,178	)		(2,802	)		(26,169	)
Total income tax (benefit) expense	$	6,555		$	(5,836	)	$	(23,616	)

(b) The reconciliation of income taxes calculated at the statutory rate to the actual income tax (benefit) provision is as follows (in thousands):

	Year Ended June 30,
	2011			2012			2013
Income tax charge at statutory rate	$	(151,660	)	$	(104,807	)	$	(100,504	)
State tax		(9,611	)		(13,447	)		(5,742	)
Nondeductible impairments
and expenses		50,093			(57,059	)		(11,662	)
Alternative minimum and other		11,331			(347,028	)		502
Changes in tax laws and rates		1,021			15,383			(3,653	)
Foreign taxes less than statutory rate		(2,116	)		—			—
Unrecognized tax assets		107,497			501,122			97,443
(Benefit) provision for taxes	$	6,555		$	(5,836	)	$	(23,616	)

The statutory rate is the blended rate for the jurisdictions in which the Partnership has operations. For the years ended June 30, 2011, 2012 and 2013, this rate was 31.2%, 30.7% and 31.4% respectively.

F-29

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(c) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and future tax liabilities as of June 30, 2012 and 2013 are presented below (in thousands):

	June 30,
	2012			2013
Deferred tax assets:
Real estate held for development	$	39,562		$	37,931
Loss carryforwards		1,529,322			1,637,099
Differences in working capital deductions for tax and accounting purposes		17,474			18,311
Bank and other indebtedness		11,164			22,983
Intangible assets		10,153			8,795
Investments		4,480			7,539
Property, plant and equipment		21,081			1,413
Other		31,159			13,997
Total gross deferred tax assets		1,664,395			1,748,068
Valuation allowance		(1,657,309	)		(1,737,756	)
Net deferred tax assets		7,086			10,312
Deferred tax liabilities:
Property, plant and equipment		26,709			1,980
Intangible assets		6,576			8,363
Total gross deferred tax liabilities		33,285			10,343
Net deferred tax liabilities	$	26,199		$	31

As of June 30, 2012 and 2013, net deferred tax liabilities of $26.2 million and $31,000, respectively, are classified as deferred income taxes on the consolidated balance sheets. The deferred tax liability is noncurrent and there is no current asset due to the valuation allowance. 

The reduction in the net deferred tax liability from June 30, 2012 is primarily the result of the restructuring of certain operations in Canada due to regulatory requirements. As a result of this restructuring, a significant portion of the previous deferred tax liability is now offset by the existing deferred tax asset at the parent company. 

(d) The Partnership has noncapital loss carryforwards for income tax purposes of approximately $3.7 billion and $4.0 billion as of June 30, 2012 and 2013, respectively, that are available to offset future taxable income and will expire in varying amounts over the next 20 years.

There are capital loss carryforwards for United States income tax purposes of approximately $94.8 million at June 30, 2012 and 2013 that are available to offset future capital gains in the United States and will expire after 2015. The Partnership’s net operating loss carryforwards pertaining to federal, state and foreign jurisdictions and will primarily expire after 2024 are as follows (in thousands):

	June 30,
	2012		2013
United States	$	1,198,763	$	1,373,405
Canada		461,318		505,177
Europe		2,012,105		2,140,920
	$	3,672,186	$	4,019,502

F-30

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The amount of loss carryforwards reflect the Partnership’s best estimate and are subject to final determination by the taxing authorities. The accumulated losses in Europe are an aggregate of nonoperating losses, which have arisen primarily as a result of recording impairments of the Partnership’s investments in its subsidiaries based on book values as an estimate of fair values as required by the appropriate European accounting and tax authorities. These losses do not expire. 

The Partnership believes that uncertainty exists with respect to the future realization of the loss carryforwards and a full valuation allowance has been established for the net operating loss carryforwards. The Partnership estimates that it is not more likely than not that the benefit of these losses will be utilized prior to their expiry date. 

(e) The Partnership or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various states, Canada federal jurisdiction and various provinces, and foreign jurisdictions. With few exceptions, the Partnership is no longer subject to federal, state and local examinations by the tax authorities in most jurisdictions for years before June 30, 2007. Various other authority reviews are ongoing, which do not have a material impact on the Partnership’s financial statements.

The Partnership adopted the provisions for accounting for uncertainty in income taxes on July 1, 2011. A reconciliation of the beginning and the ending amount of unrecognized tax benefits is as follows (in thousands): 

	2012			2013
Balance as of July 1	$	22,536		$	19,184
Additions based on tax positions related to the current year		—			293
Additions for tax positions of prior years		2,017			2,716
Reductions for tax positions of prior years		(5,369	)		(355	)
Balance as of June 30	$	19,184		$	21,838

The total balance of unrecognized tax benefits as of June 30, 2013, if recognized, would reduce income tax expense by $2.6 million. The balance of the unrecognized tax benefits would not impact the annual effective tax rate to the extent the Partnership continued to apply a valuation allowance against its net deferred tax assets. 

The Partnership had accrued interest and penalties of $2.4 million and $2.6 million as of June 30, 2012 and 2013, respectively, which are included in accounts payable and accrued liabilities on the consolidated balance sheets. For the year ended June 30, 2012 the Partnership recovered approximately $2.7 million in interest and penalties. For the year ended June 30, 2013, the Partnership recognized approximately $0.2 million in interest and penalties. 

Included in the balance as of June 30, 2013 are $0.3 million of tax positions, which the Partnership expects will change within 12 months due to settlement or expiration of statute of limitations. 

(15) Pension Plans

 The Partnership has three closed noncontributory defined benefit pension plans, one registered and two nonregistered, covering certain of its executives, the majority of which are no longer employees of the Partnership. In addition to these plans, one of the Partnership’s mountain resorts has two defined benefit pension plans covering certain employees. There are no additional service costs to the Partnership on any of the plans.

F-31

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The following details the underfunded status of the defined benefit plans and the associated amounts recognized in the consolidated balance sheets as of June 30, 2012 and 2013 (in thousands): 

		Executive plans						Employee plans
		2012			2013			2012			2013
Benefit obligation at beginning of year	$	38,173		$	38,771		$	9,225		$	10,827
Interest cost		1,866			1,716			446			419
Participant contributions		—			—			1,587			—
Actuarial (gains) losses		3,083			1,204			—			251
Benefits paid		(2,303	)		(2,319	)		(431	)		(680	)
Foreign currency translation		(2,048	)		(1,269	)		—			—
Benefit obligation at end of year	$	38,771		$	38,103		$	10,827		$	10,817

		Executive plans						Employee plans
		2012			2013			2012			2013
Fair value of plan assets at beginning of year	$	11,925		$	9,736		$	6,642		$	6,730
Actual return of assets		231			170			392			(404	)
Employer contributions		648			346			434			485
Actuarial gains (losses)		(52	)		(117	)		(306	)		742
Benefits paid		(2,303	)		(2,319	)		(432	)		(680	)
Foreign currency translation		(713	)		(226	)		—			—
Fair value of plan assets at end of year	$	9,736		$	7,590		$	6,730		$	6,873

		Executive plans				Employee plans
		2012		2013		2012		2013
Net liability recognized on the consolidated balance sheets	$	29,036	$	30,513	$	4,096	$	3,943

The net liability of all the plans is included in other long-term liabilities on the consolidated balance sheets. 

The Partnership has issued letters of credit aggregating $39.6 million and $39.5 million as of June 30, 2012 and 2013, respectively, as security for its obligations under the executive plans. 

Pension plans with an accumulated benefit obligation in excess of plan assets are as follows (in thousands): 

	Year Ended June 30,
	2011		2012		2013
Projected benefit obligation	$	47,398	$	49,598	$	48,920
Fair value of plan assets		18,567		16,466		14,463

The Partnership expects to contribute $0.6 million to the pension plans in fiscal year 2014. 

F-32

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The following details the amounts recognized in other comprehensive income (loss) for the years ended June 30, 2012 and 2013 (in thousands): 

		Executive plans						Employee plans
		2012			2013			2012			2013
Cumulative amounts recognized in accumulated other comprehensive income (loss) before tax consists of:
Actuarial loss	$	6,043		$	6,860		$	3,703		$	3,591
Net actuarial loss	$	3,135		$	1,322		$	1,893		$	318
Foreign currency translation		(103	)		(241	)		—			—
Amortization of net actuarial loss		(128	)		(264	)		(108	)		(430	)
Net loss (gain) recognized in other comprehensive income (loss) before tax	$	2,904		$	817		$	1,785		$	(112	)

 The actuarial losses included in accumulated other comprehensive income and expected to be recognized in net periodic pension cost during fiscal year 2014 are $0.6 million. There are no prior service costs. 

The following details the components of net pension expense, recorded in operating expense in the consolidated statements of operations, and the underlying assumptions for the defined benefit plans for the years ended June 30, 2011, 2012 and 2013 (in thousands): 

		Executive plans									Employee plans
		2011			2012			2013			2011			2012			2013
Components of pension expense:
Interest cost	$	1,862		$	1,866		$	1,716		$	471		$	446		$	419
Expected return on plan assets		(253	)		(231	)		(171	)		(409	)		(392	)		(404	)
Actuarial loss		28			128			264			153			109			251
Settlement loss		—			—			—			189			—			178
Total pension expense	$	1,637		$	1,763		$	1,809		$	404		$	163		$	444

	Executive plans				Employee plans
	2012		2013		2012		2013
Weighted average assumptions used:
Discount rate	4.5	%	4.3	%	4.0	%	4.4	%
Expected rate of return on plan assets	1.9	%	2.0	%	6.1	%	6.0	%

The discount rate assumption used to determine the obligations of the Executive plans at the measurement date of June 30, 2013 was based on market yields on high quality corporate bonds in Canada, which was provided by PC Bond Analytics. The hypothetical yield curve is made up of AA rated corporate bonds. The average timing of benefit payments was compared to average timing of cash flows from the long-term bonds to assess potential timing adjustments. The resulting discount rate was 4.3% as of June 30, 2013. 

The discount rate assumption used to determine the obligations of the Employee plans at the measurement date of June 30, 2013 was based on the Hewitt Top Quartile (HTQ) curve, which was designed by Hewitt Associates to provide a means for plan sponsors to value the liabilities of the pension plans or postretirement benefit plans. The HTQ curve is a hypothetical AA yield curve represented by a series of annualized individual discount rates. Each bond issue underlying the HTQ curve is required to have a rating of AA or better by Moody’s Investor Service, Inc. or a rating AA or better by Standard & Poor’s. The average timing of benefit payments was compared to average timing of cash flows from the long-term bonds to assess potential timing adjustments. The resulting discount rate was 4.4% as of June 30, 2013. 

F-33

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

The expected long-term rate of return for the executive pension plan employs a building block approach based on historical markets and historical relationship between equities and fixed income investments. Current market factors are also evaluated. 

The expected long-term rate of return for the employee pension plan is based on the portfolio as a whole and not on the sum of the returns on individual asset categories. The return is based exclusively on historical returns, without adjustments. 

(a) Plan assets

The asset allocation of the Partnership’s pension benefits as of June 30, 2012 and 2013, the dates of the actuarial valuations, was as follows (in thousands): 

	Executive plans				Employee plans
	2012		2013		2012		2013
Equity securities	3	%	5	%	45	%	46	%
Fixed income securities	10	%	11	%	52	%	52	%
Cash	87	%	84	%	3	%	2	%

The market value of the Partnership funded assets of the executive plans as of June 30, 2012 was $9.7 million, of which $5.6 million was in a noninterest bearing refundable tax account held by the Receiver General of Canada. At June 30, 2013, the market value was $7.6 million, of which $4.4 million was held by the Receiver General of Canada. 

The defined benefit plans employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities and plan funded status. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Investment risk and surplus risk (i.e., plan assets minus plan liabilities) are measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies. 

(b) Fair value of plan assets:

The following tables present information about the fair value of pension plan assets as of June 30, 2012 (in thousands): 

	Fair value hierarchy
		Total		Level 1		Level 2		Level 3
Executive Plans:
Cash and cash equivalents:
Cash (1)	$	2,812	$	2,812	$	—	$	—
Restricted cash (2)		5,593		5,593		—		—
Equity Securities:
Canadian equity pooled funds (3)		1,332		—		1,332		—
Total	$	9,737	$	8,405	$	1,332	$	—

F-34

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

	Fair value hierarchy
		Total		Level 1		Level 2		Level 3
Employee Plans:
Cash and cash equivalents (4)	$	229	$	229	$	—	$	—
Equity securities:
Large Cap growth funds (5)		1,340		1,340		—		—
Large Cap value funds (6)		918		918		—		—
Small Cap funds (7)		306		306		—		—
International equities (8)		453		453		—		—
Fixed income securities:
Total return bond funds (9)		3,484		3,484		—		—
Total	$	6,730	$	6,730	$	—	$	—

The following tables present information about the fair value of pension plan assets as of June 30, 2013 (in thousands):

	Fair value hierarchy
		Total		Level 1		Level 2		Level 3
Executive plans:
Cash and cash equivalents:
Cash (1)	$	2,006	$	2,006	$	—	$	—
Restricted cash (2)		4,404		4,404		—		—
Equity Securities:
Canadian equity pooled funds (3)		1,180		—		1,180		—
Total	$	7,590	$	6,410	$	1,180	$	—

	Fair value hierarchy
		Total		Level 1		Level 2		Level 3
Employee plans:
Cash and cash equivalents (4)	$	142	$	142	$	—	$	—
Equity securities:
Large Cap growth funds (10)		663		168		495		—
Large Cap value funds (11)		481		—		481		—
Large Cap blend funds (12)		816		—		816		—
Small Cap funds (13)		131		—		131		—
Mid Cap funds (14)		416		—		416		—
International equities (15)		675		413		262		—
Fixed income securities:
Total return bond funds (9)		3,548		1,791		1,757		—
Total	$	6,872	$	2,514	$	4,358	$	—

(1) This category is cash held in Canadian dollars used to pay benefits and the fair value is the carrying amount.

(2) This category includes funds that are held in a non-interest bearing refundable tax account by the Receiver General of Canada.

(3) This category includes investments in pooled funds that invest in diversified portfolio of equity securities of Canadian companies. The funds are benchmarked against the S&P/TSX Total Return index.

(4) This category includes investments in short term U.S. denominated money market instruments of domestic and foreign issuers. The fund is benchmarked to Lipper Institutional Money Market Funds Average and the Citigroup 3-months T-bill.

(5) This category includes investments with the aim to achieve long-term capital appreciation. The funds invest at least 80% of the funds’ net assets in equity securities of large capitalization companies and up to 25% of the funds’ total assets in equities of foreign issuers through ADRs and similar investments. The funds are benchmarked to the Russell 1000 Growth index.

F-35

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(6) This category includes investments with the aim to achieve capital appreciation by investing primarily in equity securities of undervalued, high quality companies with larger market capitalizations. The funds are benchmarked to the Russell 1000 Value index.

(7) This category includes investments with the aim to achieve long-term capital appreciation. The funds invest at least 80% of the funds’ net assets in equity securities of U.S. small-cap companies and may invest up to 25% of the funds’ net assets in foreign securities or derivatives including futures contracts, options and swaps and exchange traded funds. The funds are benchmarked to the Russell 2000 Growth and Value index.

(8) This category includes investments with the aim to achieve long-term total return, principally from growth of capital. The funds invest no less than 65% of the funds’ assets primarily in common and preferred stocks of foreign companies, including those located in emerging market countries. Companies in the funds’ portfolio generally have market capitalizations in excess of $1 billion at the time of purchase. The funds are benchmarked to the MSCI EAFE index.

(9) This category of funds seeks total return, consisting of income and capital appreciation. Under normal circumstances, the funds invest in at least 80% of its net assets in investment-grade bonds or fixed grade income securities, up to 25% of the funds’ total assets in asset-backed securities, and up to 20% of the funds’ total assets in U.S. dollar denominated debt securities of foreign issuers. The funds are benchmarked to the Barclays Capital U.S. Aggregate Bond index.

(10) This category includes investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of all market capitalizations, including high quality companies with larger market capitalizations. The funds are benchmarked to the Russell 1000 Value index and the Russell 3000 Growth index.

(11) This category includes investments in pooled funds with the aim to achieve long-term capital appreciation by investing in the common stocks of well-established companies. The funds invest a majority of the fund’s net assets in equity securities of large capitalization companies and may also invest assets in equities of foreign issuers through ADRs and similar investments. The funds are benchmarked to the Russell 1000 Value index.

(12) This category includes investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of companies that compose the S&P 500 index. The funds are benchmarked to the S&P 500 index.

(13) This category includes investments in pooled funds with the aim to achieve long-term capital appreciation. The funds invest a majority of the fund’s net assets in equity securities of U.S. small-cap companies and may also invest its net assets in foreign securities or derivatives including futures contracts, options and swaps and exchange traded funds. The funds are benchmarked to the Russell 2000 Growth and Value index.

(14) This category includes investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of companies that compose the S&P mid-cap 400 index. The funds are benchmarked to the S&P 400 mid-cap index.

(15) This category includes investments in pooled funds with the aim to achieve long-term total return, principally from growth of capital. The funds invest primarily in common and preferred stocks of foreign companies, including those located in emerging market countries. The majority of the funds’ net assets are invested in stocks of international companies that fall within the market capitalization of the MSCI EAFE index. The funds are benchmarked to the MSCI EAFE index.

Transfers between levels of the fair value hierarchy are recognized at the end of the fiscal year, which generally coincides with the Partnership’s valuation process. In the year ended June 30, 2013, $4.4 million of pension assets, classified as Level 1 as of June 30, 2012, were liquidated from certain investments and reinvested in pooled fund investments, which were classified as Level 2 assets as of June 30, 2013. 

(c) Cash flows:

As of June 30, 2013, the expected benefit payments for the next 10 years before discounting are as follows (in thousands): 

	Executive   plans		Employee   plans
2014	$	2,260	$	1,200
2015		2,249		1,094
2016		2,246		925
2017		2,311		885
2018		2,379		938
2019 – 2023		11,815		3,676

The expected benefit payments above are based on the same assumptions used to measure the Partnership’s benefit obligation as of June 30, 2013. 

F-36

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(16) Related Party Transactions

The Partnership had notes payable to partners (the Third Lien Loans, the Tranche B Term Loans and the Affiliate Loan) with principal balances of $583.8 million and $597.0 million, and accrued interest of $525.2 million and $761.7 million, as of June 30, 2012 and 2013, respectively. Per the loan agreements, the Partnership accrues interest related to these loans ranging from 15.6% to 20%. In the case of the Third Lien Loans, interest payments will not be made until maturity. In the case of the Tranche B Term Loans, interest payments will not be made until the FY13 Lien Loans and the Third Lien Loan are repaid. In the case of the Affiliate Loan, interest payments will not be made until the FY13 Lien Loans, the Third Lien Loan and the Tranche B Term Loans are repaid. 

The Partnership had a receivable due from A&K with a principal balance of $5.5 million and accrued interest of $0.5 million and $0.8 million as of June 30, 2012 and 2013, respectively. Interest accrues monthly at an annually adjusted rate based on LIBOR + 1%. The principal and accrued interest is due upon maturity, which is December 31, 2014. 

(17) Discontinued Operations

The Partnership has classified all operations meeting specified criteria as discontinued operations in the consolidated statements of operations. These discontinued operations represent the disposal of non-core mountain resorts, lodging, and golf operations sold during the year ended June 30, 2011. 

There were no significant operations disposed of during the years ended June 30, 2012 or 2013. 

Loss from discontinued operations and the results of the loss relating to discontinued operations for the year ended June 30, 2011 are as follows (in thousands): 

	Year Ended June 30, 2011
Revenue:
Copper Mountain	$	—
Panorama		—
Sandestin Golf & Beach Resort		—
Mountain Creek		—
Napa		1,805
Other		248
Revenue	$	2,053

F-37

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

	Year Ended June 30, 2011
Loss from discontinued operations, net of income taxes:
Copper Mountain	$	(289	)
Panorama		230
Sandestin Golf & Beach Resort		(1,494	)
Mountain Creek		(46	)
Napa		(469	)
Other		(651	)
Loss from discontinued operations, net of income taxes of $0		(2,719	)
Loss on sale of discontinued operations, net of income tax expense:
Copper Mountain		(197	)
Panorama		(1,399	)
Sandestin Golf & Beach Resort		(52	)
Mountain Creek		(57	)
Napa		(2,208	)
Other		163
Loss on sale of discontinued operations, net of income tax expense of $0		(3,750	)
Loss from discontinued operations	$	(6,469	)

F-38

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(18) Segment Information

The Partnership currently manages and reports operating results through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Partnership’s mountain resorts and related ancillary activities, comprising Steamboat, Winter Park, Mont Tremblant, Stratton, Snowshoe, as well as our 50% interest in Blue Mountain. The Adventure segment comprises CMH, which provides heli-skiing, mountaineering and hiking adventures, and our ancillary aviation services, which include fire suppression and maintenance and repair of aircraft. The Real Estate segment includes our core real estate development activities, as well as our real estate management, marketing and sales activities, including our vacation club business, management of condominium hotel properties, and sale of real estate. Each of the Partnership’s reportable segments, although integral to the success of the others, offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Partnership’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of its reportable segments on the basis of revenues and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. The compensation committee determines the annual variable compensation for certain members of our management team based, in part, on Adjusted EBITDA or segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance. 

Our reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner. We define Adjusted EBITDA as net income (loss) attributable to Intrawest Cayman L.P. before interest expense, net (excluding interest income earned from receivables related to our IRCG operations), income tax benefit or expense, and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from disposal of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of our legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, we also add back to net loss attributable to Intrawest Cayman L.P. our pro rata share of EBITDA related to equity method investments included within our reportable segments and we remove from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests within our reportable segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by our CODM in its monitoring of our performance and, therefore, is not disclosed.

F-39

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenues and Adjusted EBITDA for our reportable segments, reconciled to consolidated amounts (in thousands): 

	Year Ended June 30,
	2011			2012			2013
Revenues:
Mountain	$	322,194		$	310,765		$	339,003
Adventure		96,693			109,496			113,622
Real Estate		61,165			61,439			64,726
Total reportable segment revenues		480,052			481,700			517,351
Legacy, non-core and other revenues (1)		79,471			31,747			7,056
Total revenues	$	559,523		$	513,447		$	524,407
Segment Adjusted EBITDA
Mountain (2)		69,805			66,051			72,353
Adventure (3)		15,563			16,151			19,740
Real Estate (4), (5)		9,002			9,855			13,167
Total Segment Adjusted EBITDA		94,370			92,057			105,260
Legacy and other non-core expenses, net (6)		(19,707	)		(13,762	)		(12,878	)
Other operating expenses (7)		(4,039	)		(4,989	)		(4,416	)
Depreciation and amortization		(76,371	)		(57,655	)		(58,342	)
Impairment of long-lived assets		(12,140	)		(782	)		(143	)
Impairment of real estate		(73,230	)		(8,137	)		(1,052	)
Goodwill impairment		(64,097	)		(3,575	)		—
Loss on disposal of assets		(26,196	)		(9,443	)		(12,448	)
Interest income (5)		4,390			2,814			1,827
Interest expense on third party debt		(143,463	)		(135,929	)		(98,437	)
Interest expense on notes payable to partners		(160,943	)		(195,842	)		(236,598	)
Earnings (loss) from equity method investments (8)		8,299			538			(5,147	)
Pro rata share of EBITDA related to equity method investments (2), (4)		(10,334	)		(8,393	)		(8,932	)
Adjusted EBITDA attributable to noncontrolling interest (3)		—			—			1,232
Gain on disposal of equity method investments		—			—			18,923
Loss on extinguishment of debt		—			—			(11,152	)
Other income (expense), net		(2,021	)		1,199			1,973
Income tax benefit (expense)		(6,555	)		5,836			23,616
Discontinued operations, net of tax		(6,469	)		—			—
Loss (earnings) attributable to noncontrolling interest		(361	)		—			757
Net loss attributable to Intrawest Cayman L.P.	$	(498,867	)	$	(336,063	)	$	(295,957	)

(1) Other revenues represent legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenues and revenues from management of non-core commercial properties. For the year ended June 30, 2011, it also includes $38.6 million of revenue from operations of Whistler Blackcomb Holdings, Inc. prior to its divestiture in November 2010.

(2) Includes our pro rata share of EBITDA from our equity method investment in Blue Mountain Resorts Limited, which is regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from the equity method investment based on our economic ownership percentage.

F-40

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(3) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(4) Includes our pro rata share of EBITDA from our equity method investments in Mammoth Hospitality Management, LLC, and Chateau M.T. Inc., which are regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from these equity method investments based on our economic ownership percentage.

(5) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to our IRCG operations, in the amount of $4.8 million, $4.7 million and $4.8 million for the years ended June 30, 2011, 2012 and 2013, respectively. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to our IRCG operations.

(6) Represents revenue and expenses of our legacy and other non-core operations that are not reviewed regularly by our CODM to assess performance and make decisions regarding the allocation of resources. Revenues and expenses related to legacy and other non-core operations include the results of Whistler Blackcomb prior to its divestiture in November 2010, income (loss) from the equity method investment in MMSA Holdings Inc., retail operations not located at the Partnership’s properties and management of non-core commercial properties owned by third parties. For the year ended June 30, 2011, it includes the net loss from operations of Whistler Blackcomb prior to its divestiture in November 2010 of $12.5 million. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities.

(7) Includes non-cash compensation, restructuring charges relating to Alpine Helicopters and moving our corporate office from Vancouver, British Columbia to Denver, Colorado and the associated severance expense.

(8) Represents the earnings (loss) from our equity method investments, including: Blue Mountain Resort Limited, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Whistler Blackcomb Holdings, Inc.

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts (in thousands):

	Year Ended June 30,
	2011		2012		2013
Capital Expenditures
Mountain	$	17,782	$	16,710	$	15,742
Adventure		6,085		4,844		3,098
Real Estate		1,960		1,404		3,092
Total segment capital expenditures	$	25,827	$	22,958	$	21,932
Corporate and other		1,740		7,103		7,747
Total capital expenditures	$	27,567	$	30,061	$	29,679

Geographic Data 

Information about the Partnership’s revenues by geographic region for the years ended June 30, 2011, 2012 and 2013 is as follows (in thousands):

	Year Ended June 30,
	2011		2012		2013
Revenues:
United States	$	293,884	$	280,090	$	306,084
International		265,639		233,357		218,323
Revenues	$	559,523	$	513,447	$	524,407

F-41

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(19) Loss per Unit

Loss per unit attributable to limited partners is based on the weighted average number of limited partner units outstanding during each period. For the years ended June 30, 2011, 2012 and 2013, there were no potentially dilutive units. The following table sets forth the computation of the Partnership’s basic and diluted earnings per unit attributable to limited partners (in thousands, except unit and per unit data):

	Year Ended June 30,
	2011			2012			2013
Basic and diluted earnings per unit computation:
Numerator:
Loss from continuing operations	$	(492,037	)	$	(336,063	)	$	(296,714	)
Loss (earnings) attributable to noncontrolling interests		(361	)		—			757
Loss from continuing operations attributable to Intrawest Cayman LP	$	(492,398	)	$	(336,063	)	$	(295,957	)
Denominator:
Weighted average units outstanding, basic and diluted		1,348,253			1,348,412			1,350,412
Basic and diluted loss per unit from continuing operations attributable to Intrawest Cayman L.P.	$	(365.21	)	$	(249.23	)	$	(219.16	)
Basic and diluted loss per unit from discontinued operations		(4.80	)		—			—
Basic and diluted loss per unit from net loss attributable to limited partners	$	(370.01	)	$	(249.23	)	$	(219.16	)

(20) Commitments and Contingencies

 Commitments 

(a) The Partnership holds forestry licenses and land leases with respect to certain of its resort operations. These leases expire at various times between 2012 and 2051 and provide for annual payments generally in the range of 2% of defined gross revenues. Payments for forestry licenses and land leases for the years ended June 30, 2011, 2012 and 2013 were $2.5 million, $2.6 million and $2.4 million, respectively.

(b) The Partnership has estimated costs to complete property, plant and equipment as of June 30, 2013 of $2.0 million.

(c) In addition to the forestry licenses and land leases described in (a) above, the Partnership has entered into other operating lease commitments, payable as follows (in thousands):

2014	$	11,568
2015		8,487
2016		5,182
2017		4,457
2018		2,926
Thereafter		7,094
	$	39,714

Total operating lease payments recorded in operating expenses in the consolidated statements of operations for the years ended June 30, 2011, 2012 and 2013 were $19.9 million, $17.9 million and $15.1 million, respectively.

Contingencies 

(d) The Partnership has issued letters of credit at June 30, 2012 and 2013 of $57.2 million and $52.4 million, respectively, mainly to secure its commitments under self-insurance claims and the executive pension plans. At June 30, 2012, the letters of credit were secured by cash on deposit, which is classified in restricted cash on the consolidated balance sheets.

F-42

INTRAWEST CAYMAN L.P.
Notes to Consolidated Financial Statements 

June 30, 2011, 2012 and 2013

(e)

The Partnership and its subsidiaries are involved in various lawsuits arising in the ordinary course of business. In addition, the Partnership’s pre-2010 legacy real estate development activities, combined with the unprecedented downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against the Partnership by owners and prospective purchasers of residences in the real estate developments. The Partnership has been named as a defendant in lawsuits alleging construction defects at certain of the existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures.

The Partnership believes that it has adequate insurance coverage or has accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Partnership’s financial position, results of operations or cash flows.

(f) The federal government of Canada and the provincial government of Quebec have granted financial assistance to a subsidiary of the Partnership in the form of interest-free loans and forgivable grants for the construction of specified four-season tourist facilities at Tremblant. Loans totaling $4.0 million and $3.3 million as of June 30, 2012 and 2013, respectively, have been advanced and are repayable over seven years starting in 2010. The grants received, which will total $118.6 million and $114.8 million as of June 30, 2012 and 2013, respectively, when they are fully advanced, amounted to $87.2 million and $84.9 million as of June 30, 2012 and 2013 respectively. Nonrepayable government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Reimbursable government loans are presented as long-term debt.

(g) The Partnership operates the Winter Park ski resort under a capital lease that requires annual payments that are contingent on the combination of future cash flows and future gross revenue levels. As such payments are contingent and not readily determinable, the potential obligation of such amounts has not been recorded.

Certain leases also include escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or concession such as a rent holiday, rent expense is recognized using the straight-line method over the term of the lease. 

(21) Subsequent Events

In August 2013, the Partnership sold a parcel of real estate held for development for proceeds of $9.0 million and recorded no significant gain or loss on the sale.

F-43

INTRAWEST CAYMAN L.P. 

Schedule II – Valuation and Qualifying Accounts and Reserves 

For the Years Ended June 30, 2011, 2012 and 2013

	Balance at Beginning of Period			Charged to Costs and Expenses			Deductions			Balance at End of Period
	(in thousands)
2011
Valuation Allowance on Income Taxes	$	(1,027,001	)	$	—		$	(166,939	)	$	(1,193,940	)
Trade Receivable Allowances		(3,883	)		(3,281	)		(1,313	)		(8,477	)
Related Party Accounts Receivable Allowance		(24,483	)		—			—			(24,483	)
Loans, Mortgages and Notes Receivable Allowance		(8,344	)		(3,072	)		389			(11,027	)
2012
Valuation Allowance on Income Taxes	$	(1,193,940	)	$	—		$	(463,369	)	$	(1,657,309	)
Trade Receivable Allowances		(8,477	)		(1,946	)		7,082			(3,341	)
Related Party Accounts Receivable Allowance		(24,483	)		—			—			(24,483	)
Loans, Mortgages and Notes Receivable Allowance		(11,027	)		(1,288	)		1,571			(10,744	)
2013
Valuation Allowance on Income Taxes	$	(1,657,309	)	$	—		$	(80,447	)	$	(1,737,756	)
Trade Receivable Allowances		(3,341	)		(1,097	)		943			(3,495	)
Related Party Accounts Receivable Allowance		(24,483	)		—			24,483			—
Loans, Mortgages and Notes Receivable Allowance		(10,744	)		(1,273	)		915			(11,102	)

See accompanying report of independent registered public accounting firm.

F-44

INTRAWEST CAYMAN L.P. 
Condensed Consolidated Balance Sheets 
(In thousands, except unit data) 
(Unaudited)

	June 30, 2013			September 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	59,775		$	44,860
Restricted cash		13,685			13,466
Receivables, net of allowances of $8,333 and $7,693		38,298			39,954
Amounts due from related parties		79			97
Inventories		29,151			35,649
Prepaid expenses and other assets		20,759			22,928
Total current assets		161,747			156,954
Receivables, net of allowances of $6,264 and $6,412		37,779			37,788
Amounts due from related parties		6,262			6,287
Property, plant and equipment, net of accumulated depreciation of $347,364 and $362,594		475,856			501,467
Real estate held for development		164,916			154,645
Deferred charges and other		28,584			29,606
Equity method investments		86,344			86,488
Intangible assets, net		65,503			64,513
Goodwill		94,609			94,609
Total assets	$	1,121,600		$	1,132,357
Liabilities and Partners’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	62,196		$	74,136
Deferred revenue and deposits		52,110			76,104
Long-term debt due within one year		8,201			9,193
Total current liabilities		122,507			159,433
Deferred revenue and deposits		22,115			22,263
Long-term debt		580,662			598,360
Notes payable to partners		1,358,695			1,426,350
Deferred income taxes		31			32
Other long-term liabilities		56,336			56,560
Total liabilities		2,140,346			2,262,998
Commitments and contingencies (note 13)
Partners’ deficit:
Partnership units, unlimited number authorized
General partner: 0 units outstanding at June 30, 2013 and September 30, 2013		—			—
Limited partners: 1,352,253 units outstanding at June 30, 2013 and September 30, 2013		(1,166,797	)		(1,288,811	)
Accumulated other comprehensive income		148,805			158,500
Total Intrawest Cayman L.P. deficit		(1,017,992	)		(1,130,311	)
Noncontrolling interest		(754	)		(330	)
Total partners’ deficit		(1,018,746	)		(1,130,641	)
Total liabilities and partners’ deficit	$	1,121,600		$	1,132,357

See accompanying notes to condensed consolidated financial statements.

F-45

 INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Operations
(In thousands, except unit and per unit data)
(Unaudited)

	Three Months Ended September 30,
	2012			2013
Revenues	$	79,195		$	80,561
Operating expenses		101,179			104,196
Depreciation and amortization		14,653			13,145
Loss (gain) on disposal of assets		1,210			(236	)
Impairment of real estate		62			633
Loss from operations		(37,909	)		(37,177	)
Interest income		1,637			1,632
Interest expense on third party debt		(35,006	)		(16,464	)
Interest expense on notes payable to partners		(55,371	)		(67,105	)
Loss from equity method investments		(91	)		(1,591	)
Other income (expense), net		402			(172	)
Loss before income taxes		(126,338	)		(120,877	)
Income tax expense		972			701
Net loss		(127,310	)		(121,578	)
Loss (earnings) attributable to noncontrolling interest		34			(436	)
Net loss attributable to Intrawest Cayman L.P.		(127,276	)		(122,014	)
Net loss attributable to general partner		—			—
Net loss attributable to limited partners	$	(127,276	)	$	(122,014	)
Weighted average units outstanding, basic and diluted		1,350,253			1,352,253
Net loss per unit, basic and diluted	$	(94.26	)	$	(90.23	)

See accompanying notes to condensed consolidated financial statements.

F-46

INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Comprehensive Loss
(In thousands)
(Unaudited)

	Three Months Ended September 30,
	2012			2013
Net loss	$	(127,310	)	$	(121,578	)
Foreign currency translation adjustments		18,744			8,225
Realized portion on cash flow hedge (net of tax of $0)		970			1,601
Actuarial loss on pensions (net of tax of $0)		(215	)		(143	)
Comprehensive loss		(107,811	)		(111,895	)
Comprehensive loss (income)  attributable to noncontrolling interest		36			(424	)
Comprehensive loss attributable to Intrawest Cayman L.P.	$	(107,775	)	$	(112,319	)

See accompanying notes to condensed consolidated financial statements.

F-47

INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Partners’ Deficit
(In thousands)
(Unaudited)

						Accumulated
						Other
	General		Limited			Comprehensive			Noncontrolling
	Partner		Partners			Income			Interest			Total
Balance, June 30, 2012	$	—	$	(877,879	)	$	153,598		$	—		$	(724,281	)
Net loss		—		(127,276	)		—			(34	)		(127,310	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			18,746			(2	)		18,744
Realized portion on cash flow hedge (net of tax of $0)		—		—			970			—			970
Actuarial loss on pensions (net of tax of $0)		—		—			(215	)		—			(215	)
Contribution from Partners				2,667									2,667
Unit-based compensation				223									223
Cash settlement of unit-based compensation		—		(23	)		—			—			(23	)
Balance, September 30, 2012	$	—	$	(1,002,288	)	$	173,099		$	(36	)	$	(829,225	)
Balance, June 30, 2013	$	—	$	(1,166,797	)	$	148,805		$	(754	)	$	(1,018,746	)
Net (loss) income		—		(122,014	)		—			436			(121,578	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			8,237			(12	)		8,225
Realized portion on cash flow hedge (net of tax of $0)(1)		—		—			1,601			—			1,601
Actuarial loss on pensions (net of tax of $0)(2)		—		—			(143	)		—			(143	)
Balance, September 30, 2013	$	—	$	(1,288,811	)	$	158,500		$	(330	)	$	(1,130,641	)

(1) Amount reclassified out of Accumulated Other Comprehensive Income is included in interest expense on third party debt in the unaudited condensed consolidated statements of operations.

(2) Amount reclassified out of Accumulated Other Comprehensive Income is included in operating expenses in the unaudited condensed consolidated statements of operations.

See accompanying notes to condensed consolidated financial statements.

F-48

 INTRAWEST CAYMAN L.P.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

	Three Months Ended September 30,
	2012			2013
Cash (used in) provided by:
Operating activities:
Net loss	$	(127,310	)	$	(121,578	)
Adjustments to reconcile net income to net cash (used in) provided by
operating activities:
Depreciation and amortization		14,653			13,145
Impairment of real estate		62			633
Loss from equity method investments		91			1,591
Distributions of earnings from equity method investments		2,470			26
Provision for doubtful accounts		608			386
Amortization of deferred financing costs		1,501			1,011
Realized portion on cash flow hedge		970			1,601
Amortization of facility fee and discount		11,959			942
Unit-based compensation		223			—
Deferred gain on asset sale		24			(24	)
Loss (gain) on disposal of assets		1,186			(212	)
Funding of pension plans		(171	)		(97	)
Changes in assets and liabilities:
Accrued interest on notes payable to partners		55,371			67,105
Restricted cash		814			237
Receivables		(385	)		(1,067	)
Amounts due from related parties		(233	)		(43	)
Inventories		(2,383	)		(6,150	)
Prepaid expenses and other assets		1,469			(3,264	)
Real estate held for development		1,195			10,829
Accounts payable and accrued liabilities		11,744			11,677
Amounts due to related parties		(925	)		—
Deferred revenue and deposits		21,771			23,636
Net cash (used in) provided by operating activities		(5,296	)		384
Investing activities:
Capital expenditures		(5,091	)		(14,277	)
Contributions to equity method investments		(20	)		(337	)
Proceeds from the sale of assets		767			71
Net cash used in investing activities		(4,344	)		(14,543	)
Financing activities:
Repayments of bank and other borrowings		(3,062	)		(1,679	)
Contributions by partners		2,667			—
Net cash used in financing activities		(395	)		(1,679	)
Effect of exchange rate changes on cash		786			923
Decrease in cash and cash equivalents		(9,249	)		(14,915	)
Cash and cash equivalents, beginning of period		46,908			59,775
Cash and cash equivalents, end of period	$	37,659		$	44,860
Supplemental non-cash transactions:
Property, plant and equipment financed by capital lease obligations		—			19,565

See accompanying notes to condensed consolidated financial statements.

F-49

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

(1) Organization and Business Operations

Intrawest Cayman L.P. (“the Partnership”) was formed on February 20, 2007 under the laws of the Cayman Islands. The Partnership is organized as a holding company that operates through various subsidiaries, which are primarily engaged in the operation of mountain resorts, adventure, and real estate businesses, principally throughout North America. The Partnership has a network of six mountain resorts, geographically diversified across North America’s major ski regions. The resorts include Steamboat and Winter Park in Colorado, Stratton in Vermont, Snowshoe in West Virginia, Tremblant in Quebec, and Blue Mountain (50% interest) in Ontario. The Mountain segment derives revenue mainly from sales of lift tickets, retail and rental merchandise, food and beverage, lodging management, ski school services, and golf. The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. In support of CMH’s operations, the Partnership owns 40 Bell helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. The Alpine Aerotech subsidiary provides helicopter maintenance, repair and overhaul services to the Partnership’s fleet of helicopters as well as to aircraft owned by unaffiliated third parties. The Real Estate segment is comprised of ongoing real estate development activities and management, marketing and sales businesses. This segment includes Intrawest Resort Club Group (“IRCG”), a vacation club business, Intrawest Hospitality Management (“IHM”), which manages condominium hotel properties in Maui, Hawaii and in Mammoth, California, and Playground, a residential real estate sales and marketing business. The Real Estate segment also includes costs associated with ongoing development activities, including planning activities and land carrying costs.

(2) Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Partnership, its majority-owned subsidiaries, and all variable interest entities (“VIE’s”) for which the Partnership is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Partnership does not have a controlling interest or is not the primary beneficiary, but over which the Partnership is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Partnership’s share of post-acquisition earnings or losses less distributions received.

In January of 2013, the Partnership reorganized its Canadian helicopter business and formed Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Partnership owns a 20% share. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC (“IULC”), a consolidated subsidiary, creating economic dependence thus giving IULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Partnership is the primary beneficiary and is consolidated in these financial statements. As of September 30, 2013, Alpine Helicopters had total assets of $9.0 million and total liabilities of $6.5 million.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements contained herein. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes contained herein.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary to present fairly our financial position as of

F-50

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

September 30, 2013, and the results of our operations and comprehensive income for the three months ended September 30, 2012 and 2013, and cash flows for the three months ended September 30, 2012 and 2013. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

Derivative Financial Instruments

The Partnership engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Partnership’s risk management program, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2013 and September 30, 2013, the Partnership has no significant outstanding derivative instruments. Prior to October 2008, the Partnership had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Partnership estimates that $2.7 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

The Partnership’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Partnership places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Partnership does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Partnership transacts business, as well as their dispersion across many geographical areas. The Partnership performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Receivables

Trade receivables are stated at amounts due from customers for the Partnership’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis.

For notes receivable, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note.

Recent Accounting Standards

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Specifically, the ASU requires the Partnership to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Partnership would instead cross-reference to the related note for additional information. The guidance included in ASU 2013-02 was effective for the Partnership beginning July 1, 2013 and was applied prospectively. The adoption of this authoritative guidance did not have an impact on the Partnership’s financial position, results of operations or cash flows.

F-51

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The Partnership adopted the provisions of the ASU effective July 1, 2013. The adoption of ASU 2012-02 did not have material impact on the Partnership’s financial position, results of operations or cash flows.

(3) Supplementary Balance Sheet Information

Receivables

Receivables as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30,			September 30,
	2013			2013
Receivables – current:
Trade receivables	$	14,522		$	17,761
Loans, mortgages and notes receivable		10,467			10,777
Other amounts receivable		21,642			19,109
Allowance for doubtful accounts		(8,333	)		(7,693	)
	$	38,298		$	39,954

Deferred charges and other

Deferred charges and other as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30,		September 30,
	2013		2013
Long-term deferred financing costs, net	$	22,124	$	21,132
Deferred initial public offering costs(a)		—		2,349
Other long-term assets		6,460		6,125
	$	28,584	$	29,606

(a) Deferred initial public offering costs consist principally of legal, printing and registration costs in connection with the initial public offering (“IPO”) costs of the Company. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30,		September 30,
	2013		2013
Trade payables	$	53,390	$	62,787
Other payables and accrued liabilities		8,806		11,349
	$	62,196	$	74,136

F-52

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

Deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30,		September 30,
	2013		2013
Deferred revenue and deposits – current:
Season pass and other	$	31,262	$	52,134
Lodging and tour deposits		12,147		15,176
Deposits on real estate sales		8,701		8,794
	$	52,110	$	76,104

	June 30,		September 30,
	2013		2013
Deferred revenue and deposits – long term:
Government grants	$	12,814	$	12,776
Club initiation deposits and other		9,301		9,487
	$	22,115	$	22,263

Other long-term liabilities

Other long-term liabilities as of June 30, 2013 and September 30, 2013 consisted of the following (in thousands):

	June 30,		September 30,
	2013		2013
Other long-term liabilities:
Pension liability	$	34,456	$	35,596
Other long-term liabilities		21,880		20,964
	$	56,336	$	56,560

(4) Notes Receivable

The Partnership allows deferred payment terms that exceed one year for customers purchasing vacation points. A note receivable exists when all contract documentation has been executed. Notes receivable primarily consist of nonrecourse installment loans. The Partnership performs a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses is required. As of June 30, 2013 and September 30, 2013, notes receivable were $42.1 million and $42.2 million, respectively, and are included in current receivables and long-term receivables on the unaudited condensed consolidated balance sheet. As of June 30, 2013 and September 30, 2013, the allowance for credit losses on the notes receivable was $3.4 million and $3.5 million, respectively.

(5) Intangible Assets

Finite-lived intangible assets as of June 30, 2013 and September 30, 2013 are as follows (in thousands):

			Accumulated		Net book
	Cost		amortization		value
June 30, 2013
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

F-53

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

			Accumulated		Net book
	Cost		amortization		value
September 30, 2013
Permits and licenses	$	16,076	$	4,466	$	11,610
Trademarks and trade names		75,787		25,445		50,342
Customer relationships		17,399		14,917		2,482
Other		9,132		9,053		79
	$	118,394	$	53,881	$	64,513

(6) Long-Term Debt and Notes Payable to Partners

Long-term debt as of June 30, 2013 and September 30, 2013 is as follows (in thousands):

			June 30,		September 30,
	Maturity		2013		2013
FY13 First Lien Loans(a)		2017	$	441,669	$	440,842
FY13 Second Lien Loans(a)		2018		122,084		122,185
Obligations under capital leases(b)		2021-2052		20,264		39,632
Other obligations(c)		2014-2016		4,846		4,894
				588,863		607,553
Less current maturities(d)				8,201		9,193
			$	580,662	$	598,360

Notes payable to partners as of June 30, 2013 and September 30, 2013 are as follows (in thousands):

			June 30,		September 30,
	Maturity		2013		2013
Third Lien Loan (e)		2019	$	196,991	$	197,541
Accrued interest on Third Lien Loans		2019		133,328		146,972
Tranche B Term Loans (f)		2019		300,000		300,000
Accrued Interest on Tranche B Term Loans		2019		469,963		509,990
Affiliate Loan (g)		2019		100,000		100,000
Accrued interest on Affiliate Loan		2019		158,413		171,847
			$	1,358,695	$	1,426,350

(a)	The Partnership and certain subsidiaries entered into new credit agreements on December 4, 2012 (the “FY13 First Lien Loans” and the “FY13 Second Lien Loans,” collectively known as the “FY13 Lien Loans”). The FY13 First Lien Loans bear interest at LIBOR + 5.75% with a LIBOR floor of 1.25%. The agreement requires quarterly principal payments in the amount of $1.125 million.
	The FY13 Second Lien Loans bear interest at LIBOR + 9.5%, with a LIBOR floor of 1.25%. No principal payments are required until the maturity date. The FY13 Second Lien Loans also havea 3% call premium if voluntarily repaid prior to the second anniversary of the December 4, 2012 closing date, and 1% call premium if voluntarily repaid between the second and third anniversary.
	The Partnership’s obligations under the FY13 Lien Loans are collateralized by a guarantee of the Partnership and guarantees of substantially all of its material subsidiaries. The guarantees are further supported by mortgages against certain properties held by subsidiaries of the Partnership. The collateral includes both general and specific assets.

F-54

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

The FY13 Lien Loans provide for affirmative and negative covenants that restrict, among other things, the Partnership’s ability to incur indebtedness, dispose of property, make capital expenditures, or make investments or distributions. In addition, the FY13 Lien Loans include restrictive financial covenants related to leverage and interest coverage ratios. The FY13 Lien Loans also include customary cross-default provisions with respect of certain other borrowings of the Partnership, and in certain circumstances, borrowings of noncontrolled partnerships where the Partnership has provided a guarantee.

Wintergames pledged its shares in A&K as security and provided a guarantee of the obligations of the Partnership and its subsidiaries under the FY13 Lien Loans and the Tranche B Term Loans (discussed in note 6(f)). These consolidated financial statements do not include the results of Wintergames. Wintergames and its subsidiary A&K are also subject to affirmative and negative covenants under the FY13 Lien Loans and are included in the calculation of the restrictive financial covenants. At September 30, 2013, Wintergames has no amounts outstanding under the FY13 Lien Loans or the Tranche B Term Loans.

The Partnership was in compliance with the covenants of the FY13 Lien Loans at September 30, 2013.

(b)	Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. The Winter Park capital lease was modified as of September 30, 2013, resulting in a $19.6 million increase to the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments.
	Amortization of assets under capital leases is included in depreciation and amortization expense in the unaudited condensed consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and interest rates that range from 3% to 20%.

(c) In addition to various other lending agreements, a subsidiary of the Partnership entered into government loan agreements with interest rates ranging from 0% to 7.25%.

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

(e) The Third Lien Loans bear interest at 15.6% per annum until April 24, 2015, at which point the interest rate will increase to 22.5% per annum. No interest payments are to be made and interest is accrued monthly and compounded quarterly until the maturity date. In addition, the Third Lien Loan has a principal balance repayable at maturity of $210 million.

(f) The Tranche B Term Loans bear interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Tranche B Term Loans are subordinate to the FY13 Lien Loans and the Third Lien Loan for the purpose of security.

The Partnership was in compliance with the covenants of the Tranche B Term Loans at September 30, 2013.

(g) The Affiliate Loan bears interest at 20% per annum; however no interest payments are to be made and interest is accrued and compounded monthly until the FY13 Lien Loans are repaid. The Affiliate Loan is subordinated to all obligations under the FY13 Lien Loans and the Third Lien Loan and is currently unsecured but may, at the option of the lender, be subject to the same security as the Tranche B Term Loan.

The Partnership was in compliance with the covenants of the Affiliate Loan at September 30, 2013.

The Partnership has a credit agreement with Goldman Sachs Lending Partners LLC and UBS Securities LLC (“First Lien Credit Agreement”) to secure a $55.0 million letter of credit facility and a $20.0 million revolving line of credit. The annual interest rate for cash borrowings and letter of credit issuances under this agreement ranges from 4.5% to 7.0%. As of June 30, 2013 and September 30, 2013, the Partnership had letters of credit outstanding totaling $52.4 million and $51.6 million, respectively. There have been no cash borrowings against the revolving line of credit since it was established.

F-55

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

The Partnership recorded gross interest expense of $90.4 million and $83.6 million in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2012 and 2013, respectively, of which $1.5 million and $1.0 million was amortization of deferred financing costs, respectively.

In October 2006, the Partnership entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Partnership’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts on conversion at October 11, 2008 was a liability of $111.4 million. The terminated swap liability recorded in accumulated other comprehensive income is being recognized periodically as an adjustment to interest expense consistent with hedge accounting principles. The portion included in interest expense in the unaudited condensed consolidated statements of operations for the three months ended September 30, 2012 and 2013 was $1.0 million and $1.6 million, respectively.

(7) Fair Value of Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 As of June 30, 2013 and September 30, 2013, the fair value of cash and cash equivalents, receivables, net and accounts payable and accrued liabilities approximated their carrying value based on the net short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Partnership could realize in a current market exchange.

The Partnership’s long-term debt obligations are not measured at fair value on a recurring basis. The Partnership’s debt is recorded based upon carrying value and is not actively traded. Fair value is estimated based on discounted future contractual cash flows and a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, with adjustments for credit risk. Accordingly, the Partnership’s long-term debt is classified within Level 3 of the fair value hierarchy. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans.

A summary of the carrying amount and fair value of the Partnership’s financial instruments for which there is a difference between carrying value and fair value is as follows (in thousands):

	June 30, 2013				September 30, 2013
	Carrying		Fair		Carrying		Fair
	value		value		value		value
Long-term debt	$	563,753	$	544,717	$	563,027	$	529,998

Due to the debt terms received from partners, the Partnership has determined that it is not practicable to estimate the fair value of the notes payable to partners because of the lack of market comparable terms and the inability to estimate the fair value without incurring excessive cost.

F-56

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

(8) Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (“AOCI”), by component for the three months ended September 30, 2013:

Accumulated other comprehensive income, June 30, 2013	$	148,805
Other comprehensive income (loss):
Foreign currency translation adjustments		8,237
Realized portion on cash flow hedge (net for tax of $0)(1)		1,601
Actuarial loss on pensions (net of tax of $0)(2)		(143	)
Accumulated other comprehensive income, September 30, 2013	$	158,500

(1) Amount reclassified out of AOCI is included in interest expense on third party debt in the unaudited condensed consolidated statements of operations.

(2) Amount reclassified out of AOCI is included in operating expenses in the unaudited condensed consolidated statements of operations.

(9) Income Taxes

The Partnership’s quarterly income tax provision for income taxes is calculated using an estimated annual effective tax rate for the period, adjusted for discrete items that occurred within the periods presented.

The consolidated income tax expense attributable to the Partnership’s tax-paying entities was $1.0 million and $0.7 million for the three months ended September 30, 2012 and 2013, respectively, which represents an effective tax rate of 0.77% and 0.57%, respectively. The effective tax rate for the three months ended September 30, 2012 and 2013 differs from the federal blended statutory rate of 31.64% and 31.99%, respectively, due to changes in recorded valuation allowances for entities in the United States, Europe, and the majority of Canada. Alpine Helicopters is currently the only cash taxpayer which solely accounts for the tax provision.

(10) Pension Plans

The Partnership has three closed noncontributory defined benefit pension plan s, one registered and two nonregistered, covering certain of its executives, the majority of which are no longer employees of the Partnership. In addition to these plans, one of the Partnership’s mountain resorts has two defined benefit pension plans covering certain employees. There are no additional service costs to the Partnership on any of the plans.

The following details the components of net pension expense, recorded in operating expense in the unaudited condensed consolidated statements of operations for the defined benefit plans for the three months ended September 30, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	Three Months Ended September 30,						Three Months Ended September 30,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	420		$	393		$	105		$	111
Expected return on plan assets		(42	)		(33	)		(101	)		(96	)
Actuarial loss		109			77			106			66
Settlement loss		—			—			45			111
Total pension expense	$	487		$	437		$	155		$	192

The Partnership expects to contribute $0.6 million to the pension plans in fiscal year 2014.

F-57

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

(11) Related Party Transactions

The Partnership had notes payable to partners (the Third Lien Loans, the Tranche B Term Loans and the Affiliate Loan) with principal balances of $597.0 million and $597.5 million, and accrued interest of $761.7 million and $828.8 million, as of June 30, 2013 and September 30, 2013, respectively. Per the loan agreements, the Partnership accrues interest related to these loans ranging from 15.6% to 20%. In the case of the Third Lien Loans, interest payments will not be made until maturity. In the case of the Tranche B Term Loans, interest payments will not be made until the FY13 Lien Loans and the Third Lien Loan are repaid. In the case of the Affiliate Loan, interest payments will not be made until the FY13 Lien Loans, the Third Lien Loan and the Tranche B Term Loans are repaid.

The Partnership had a receivable due from A&K with a principal balance of $5.5 million and accrued interest of $0.8 million as of June 30, 2013 and September 30, 2013. Interest accrues monthly at an annually adjusted rate based on LIBOR + 1%. The principal and accrued interest is due upon maturity, which is December 31, 2014.

(12) Segment Information

The Partnership currently manages and reports operating results through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Partnership’s mountain resorts and related ancillary activities, comprising Steamboat, Winter Park, Tremblant, Stratton, Snowshoe, as well as our 50% interest in Blue Mountain. The Adventure segment comprises CMH, which provides heli-skiing, mountaineering and hiking adventures, and our ancillary aviation services, which include fire suppression, maintenance and repair of aircraft. The Real Estate segment includes our core real estate development activities, as well as our real estate management, marketing and sales activities, including our vacation club business, management of condominium hotel properties, and sale of real estate. Each of the Partnership’s reportable segments, although integral to the success of the others, offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Partnership’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of its reportable segments on the basis of revenues and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. The compensation committee determines the annual variable compensation for certain members of our management team based, in part, on Adjusted EBITDA or segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance.

Our reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner. We define Adjusted EBITDA as net income (loss) attributable to Intrawest Cayman L.P. before interest expense, net (excluding interest income earned from receivables related to our IRCG operations), income tax benefit or expense, and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from disposal of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of our legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, we also add back to net loss attributable to Intrawest Cayman L.P. our pro rata share of EBITDA related to equity method investments included within our reportable segments and we remove from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests within our reportable segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by our CODM in its monitoring of our performance and, therefore, is not disclosed.

F-58

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenues and Adjusted EBITDA for our reportable segments, reconciled to consolidated amounts (in thousands):

	Three Months Ended September 30,
	2012			2013
Revenues:
Mountain	$	33,259		$	33,305
Adventure		29,047			22,617
Real Estate		15,148			13,250
Total reportable segment revenues		77,454			69,172
Legacy, non-core and other revenues(1)		1,741			11,389
Total revenues	$	79,195		$	80,561
Segment Adjusted EBITDA
Mountain(2)		(19,588	)		(22,590	)
Adventure(3)		7,153			3,656
Real Estate(4),(5)		2,069			1,477
Total Segment Adjusted EBITDA		(10,366	)		(17,457	)
Legacy and other non-core expenses, net(6)		(8,869	)		(3,536	)
Other operating expenses(7)		(454	)		(1,027	)
Depreciation and amortization		(14,653	)		(13,145	)
Impairment of real estate		(62	)		(633	)
(Loss) gain on disposal of assets		(1,210	)		236
Interest income(5)		481			449
Interest expense on third party debt		(35,006	)		(16,464	)
Interest expense on notes payable to partners		(55,371	)		(67,105	)
Loss from equity method investments(8)		(91	)		(1,591	)
Pro rata share of EBITDA related to equity method investments(2),(4)		(1,139	)		(1,067	)
Adjusted EBITDA attributable to noncontrolling interest (3)		—			635
Other  income (expense), net		402			(172	)
Income tax expense		(972	)		(701	)
Loss (earnings) attributable to noncontrolling interest		34			(436	)
Net loss attributable to Intrawest Cayman L.P.	$	(127,276	)	$	(122,014	)

(1) Other revenues represent legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenues and revenues from management of non-core commercial properties. For the three months ended September 30, 2013, it also includes $9.0 million of revenue from the sale of a parcel of real estate held for development (“Tower Ranch”) in August 2013.

(2) Includes our pro rata share of EBITDA from our equity method investment in Blue Mountain Resorts Limited, which is regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from the equity method investment based on our economic ownership percentage.

(3) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(4) Includes our pro rata share of EBITDA from our equity method investments in Mammoth Hospitality Management, LLC, and Chateau M.T. Inc., which are regularly reviewed by our CODM. Our pro rata share of EBITDA represents our share of EBITDA from these equity method investments based on our economic ownership percentage.

F-59

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

(5) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to our IRCG operations, in the amount of $1.2 million for each of the three months ended September 30, 2012 and 2013. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to our IRCG operations.

(6) Represents revenue and expenses of our legacy and other non-core operations that are not reviewed regularly by our CODM to assess performance and make decisions regarding the allocation of resources. Revenues and expenses related to legacy and other non-core operations include income (loss) from the equity method investment in MMSA Holdings Inc., retail operations not located at the Partnership’s properties and management of non-core commercial properties owned by third parties. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities.

(7) Includes non-cash compensation and reduction in workforce severance.

(8) Represents the earnings (loss) from our equity method investments, including: Blue Mountain Resort Limited, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc. and Whistler Blackcomb Holdings, Inc.

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three months ended September 30, 2012 and 2013 (in thousands):

	Three Months Ended September 30,
	2012		2013
Capital Expenditures
Mountain	$	2,550	$	10,311
Adventure		649		2,308
Real Estate		661		128
Total segment capital expenditures		3,860		12,747
Corporate and other		1,231		1,530
Total capital expenditures	$	5,091	$	14,277

Geographic Data

Information about the Partnership’s revenues by geographic region for the three months ended September 30, 2012 and 2013 (in thousands):

	Three Months Ended September 30,
	2012		2013
Revenues:
United States	$	28,501	$	30,162
International		50,694		50,399
Revenues	$	79,195	$	80,561

(13) Loss per Unit

Loss per unit attributable to limited partners is based on weighted average number of limited partner units outstanding during each period. For the three months ended September 30, 2012 and 2013, there were no potentially dilutive units.

(14) Commitments and Contingencies

(a) The Partnership has issued letters of credit at June 30, 2013 and September 30, 2013 of $52.4 million and $51.6 million, respectively, mainly to secure its commitments under self-insurance claims and the executive pension plans.

F-60

INTRAWEST CAYMAN L.P.
Notes to Condensed Consolidated Financial Statements
Three Months Ended September 30, 2012 and 2013
(Unaudited) 

(b)

The Partnership and its subsidiaries are involved in various lawsuits arising in the ordinary course of business. In addition, the Partnership’s pre-2010 legacy real estate development activities, combined with the downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against the Partnership by owners and prospective purchasers of residences in the real estate developments. The Partnership has been named as a defendant in lawsuits alleging construction defects at certain of the existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures.

The Partnership believes that it has adequate insurance coverage or has accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Partnership’s financial position, results of operations or cash flows.

(c) The federal government of Canada and the provincial government of Quebec have granted financial assistance to a subsidiary of the Partnership in the form of interest-free loans and forgivable grants for the construction of specified four-season tourist facilities at Tremblant. Loans totaling $3.3 million and $3.4 million as of June 30, 2013 and September 30, 2013, respectively, have been advanced and are repayable over seven years starting in 2010. The grants received, which will total $114.8 million and $115.1 million as of June 30, 2013 and September 30, 2013, respectively, when they are fully advanced, amounted to $84.9 million and $83.2 million as of June 30, 2013 and September 30, 2013, respectively. Nonrepayable government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Reimbursable government loans are presented as long-term debt.

(d)	The Partnership operates the Winter Park ski resort under a capital lease that requires annual payments that are contingent on future gross revenue levels. As such payments are contingent and not readily determinable, the potential obligation of such amounts has not been recorded.
	Certain leases also include escalation clauses and renewal option clauses calling for increased rents. Where a lease contains an escalation clause or concession such as a rent holiday, rent expense is recognized using the straight-line method over the term of the lease.

(15) Subsequent Events

Debt Refinancing

On December 9, 2013, one of our subsidiaries, Intrawest Operations Group, LLC, as borrower, entered into a new credit agreement (the “FY14 First Lien Loans”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan”), $25.0 million revolving line of credit (the “Revolver”), and $55.0 million letter of credit facility (the “Letter of Credit”). The proceeds from the FY14 First Lien Loans were used to extinguish the existing FY13 Lien Loans.

Cancellation of notes payable to partners

On December 9, 2013, through a series of restructuring transactions, the Partnership caused its indirect subsidiaries to contribute 100% of the equity interests in both Intrawest U.S. and Intrawest Canada to an indirect subsidiary of Intrawest Resorts Holdings, Inc. (“IRHI”). In connection with these restructuring transactions, all of our debt owed to partners, including accrued and unpaid interest was either (a) exchanged for equity interests in IRHI and subsequently cancelled or (b) amended to release the Company and its subsidiary guarantors from their obligations in respect of the notes payable to partners and accrued and unpaid interest thereon.

F-61

 

                  Shares

 

Intrawest Resorts Holdings, Inc.

Common Stock

PRELIMINARY PROSPECTUS

             , 2014

PART II

Information Not Required In Prospectus

ITEM 13. Other Expenses of Issuance and Distribution

SEC registration fee	$	12,880
FINRA filing fee		15,500
Printing and engraving costs		*
Legal fees and expenses		*
Accountants’ fees and expenses		*
Transfer agent fees		*
Miscellaneous		*
Total	$	*

* To be furnished by amendment

ITEM 14. Indemnification of Directors and Officers

Section 102 of the DGCL allows a corporation to eliminate the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of a fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct, knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if (i) such person is successful on the merits or otherwise in defense of any action, suit or proceeding or (ii) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of negligence or misconduct in the performance of his duties to the corporation, unless a court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

The registrant’s restated certificate of incorporation states that no director shall be personally liable to the registrant or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it exists or may be amended. A director is also not exempt from liability for any transaction from which he or she derived an improper personal benefit, or for violations of Section 174 of the DGCL. To the maximum extent permitted under Section 145 of the DGCL, the registrant’s restated certificate of incorporation authorizes the registrant to indemnify any and all persons whom the registrant has the power to indemnify under the law.

The registrant’s amended and restated bylaws provide that the registrant will indemnify, to the fullest extent permitted by the DGCL, each person who was or is made a party or is threatened to be made a party in any legal

II-1

proceeding by reason of the fact that he or she is or was a director or officer of the registrant or is or was a director or officer of the registrant serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. However, such indemnification is permitted only if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Indemnification is authorized on a case-by-case basis by (1) the registrant’s board of directors by a majority vote of disinterested directors, (2) a committee of the disinterested directors, (3) independent legal counsel in a written opinion if (1) and (2) are not available, or if disinterested directors so direct, or (4) the stockholders. Indemnification of former directors or officers shall be determined by any person authorized to act on the matter on the registrant’s behalf. Expenses incurred by a director or officer in defending against such legal proceedings are payable before the final disposition of the action, provided that the director or officer undertakes to repay the registrant if it is later determined that he or she is not entitled to indemnification. 

Prior to completion of this offering, the registrant intends to enter into separate indemnification agreements with its directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and the registrant’s restated certificate of incorporation and amended and restated bylaws against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the registrant if it is found that such indemnitee is not entitled to such indemnification under applicable law and the registrant’s restated certificate of incorporation and amended and restated bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The registrant maintains directors’ and officers’ liability insurance for its officers and directors.

ITEM 15. Recent Sales of Unregistered Securities

During the past three years, the registrant has only issued unregistered securities to the Initial Stockholders (as defined in the prospectus forming part of this Registration Statement) in connection with its formation and the Restructuring (as defined in the prospectus forming part of this Registration Statement). The registrant believes that these transactions were exempt from registration pursuant to Section 4(2) of the Securities Act.

ITEM 16. Exhibits and Financial Statements Schedules

(a) Exhibits

See the Index to Exhibits included in this Registration Statement.

(b) Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts and Reserves for the Years Ended June 30, 2011, 2012 and 2013

ITEM 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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The undersigned registrant hereby undertakes that: 

• For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

• For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 16th day of December , 2013.

Intrawest Resorts Holdings, Inc.
By:	/s/ William Jensen
	Name: William Jensen
	Title: Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below.

Name	Title	Date
/s/ William Jensen	Principal Executive Officer and Director	December 16, 2013
William Jensen
*	Principal Financial Officer	December 16, 2013
Travis Mayer
*	Principal Accounting Officer	December 16, 2013
Juan Perez

*By:	/s/ William Jensen
	Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number		Description
	1.1	Form of Underwriting Agreement†
	3.1	Form of Restated Certificate of Incorporation of the Registrant†
	3.2	Form of Amended and Restated Bylaws of the Registrant†
	4.1	Specimen Common Stock Certificate†
	5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP†
	10.1	Stockholders Agreement†
	10.2	U.S. Department of Agriculture Forest Service Special Use Permit for Steamboat*
	10.3	U.S. Department of Agriculture Forest Service Special Use Permit for Winter Park*
	10.4	U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
	10.5	Amendment No. 1 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
	10.6	Amendment No. 2 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
	10.7	Amendment No. 3 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
	10.8	Amendment No. 4 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park*
	10.9	Supplemental Agreement No. VII to Agreement between the City and County of Denver and Winter Park Recreational Association, dated October 4, 2002*
	10.10	First Amendatory Agreement to Supplemental Agreement No. VII, dated December 20, 2005*
	10.11	Second Amendatory Agreement to Supplemental Agreement No. VII, dated December 30, 2008*
	10.12	Third Amendatory Agreement to Supplemental Agreement No. VII, dated August 30, 2012*
	10.13	Second Amended and Restated Ground Lease Agreement, dated December 20, 2002, between Winter Park Recreational Association and the Colorado Arlberg Club*
	10.14	Lease and Operating Agreement, dated December 23, 2002, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
	10.15	Guaranty Agreement, dated June 6, 2007, among Intrawest Holdings S.à.r.l., Intrawest U.S. Holdings Inc. and Winter Park Recreational Association*
	10.16	Memorandum of Understanding, dated December 23, 1992, between Mont Tremblant Resorts and Company, LP and the Municipality of Mont-Tremblant†
	10.17	Master Agreement, dated April 7, 2003, between Mont Tremblant Resorts and Company, LP and the City of Mont Tremblant†
	10.18	Ski Area Lease Agreement, dated January 28, 2000, between Mont Tremblant Resorts and Company, LP and the Government of Quebec†
	10.19	Shareholders’ Agreement, dated January 28, 1999, among Blue Mountain Resorts Holdings Inc., Intrawest Corporation and Blue Mountain Resorts Limited
	10.20	Municipal Work Agreement, dated April 7, 2003, between Mont Tremblant Resorts and Company, LP and the City of Mont-Tremblant†
	10.21	Separation Agreement, dated October 1, 2013, between Intrawest U.S. Holdings Inc. and Dallas E. Lucas
	10.22	Credit Agreement, dated December 9, 2013, among Intrawest Operations Group Holdings, LLC, Intrawest Operations Group, LLC, the lenders party thereto, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partner, LLC, as administrative agent
	10.23	First Amendment to Lease and Operating Agreement, dated June 15, 2004, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation

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Exhibit Number		Description
	10.24	Second Amendment to Lease and Operating Agreement, dated May 4, 2009, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
	10.25	Third Amendment to Lease and Operating Agreement, dated May 4, 2009, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
	10.26	Fourth Amendment to Lease and Operating Agreement, dated January 30, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
	10.27	Fifth Amendment to Lease and Operating Agreement, dated April 10, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
	10.28	Sixth Amendment to Lease and Operating Agreement, dated September 30, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
	21.1	Subsidiaries of the Registrant†
	23.1	Consent of KPMG LLP
	23.2	Consent of KPMG LLP
	23.3	Consent of KPMG LLP
	23.4	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in its opinion filed as Exhibit 5.1 hereto)†
	24.1	Powers of Attorney*

*	Previously filed.
†	To be filed by amendment.

II-6

EX-10.14

LEASE AND OPERATING AGREEMENT

BY AND BETWEEN

WINTER PARK RECREATIONAL ASSOCIATION

AND

INTRAWEST/WINTER PARK OPERATIONS CORPORATION

TABLE OF CONTENTS

		Page
RECITALS		1
ARTICLE I - DEFINITIONS		2
ARTICLE II - LEASED ASSETS		12
2.1	Leases and Subleases	12
2.2	Assignments and Licenses	13
2.3	Assignment of Warranties	13
2.4	Winter Park Restaurant Company	14
2.5	Additional Leased Assets	14
2.6	Ownership of Leased Assets	14
2.7	Option Agreement Parcels	16
ARTICLE III - LIABILITY ASSUMPTIONS		16
3.1	Delivery of Current Assets	16
3.2	Assumption of Liabilities	16
3.3	Employment of Employees	17
3.4	Employee Benefit Plans	17
ARTICLE IV - TERM		19
4.1	Initial Term	19
4.2	Extension of Initial Term	19
ARTICLE V- LEASE PAYMENTS; OTHER PAYMENTS; ALLOCATION OF CERTAIN EXPENSES		20
5.1	Rental and Other Payments	20
5.2	Credit for Certain Required Quarterly Payments	21
5.3	Capital Expenditures	22
5.4	Payment of Reimbursable Transaction Costs	23
5.5	Allocation of Certain Costs and Revenues	23
5.6	Statement of Amounts Due	25
5.7	Guaranty by Intrawest Corporation	25
ARTICLE VI - PERFORMANCE OBLIGATIONS OF TENANT		26
6.1	General Principles	26
6.2	Triple Net Lease	28
6.3	Shared Resources	29
6.4	Compliance with Applicable Law	30
6.5	Tenant Obligation to Pay Certain Taxes	30
6.6	Compliance with Environmental Laws	30
6.7	Inspection and Landlord’s Access	31
6.8	Non-Competition and Gaming	32
6.9	Development of Leased Assets	32
6.10	Names	33
ARTICLE VII - REPORTS AND AUDITS		33
7.1	Quarterly Reports	33
7.2	Annual Reports	34
7.3	Maintenance of Records	34
7.4	Inspections and Audits of Records	35
7.5	Confidentiality	36

ARTICLE VIII - DELIVERY; CONDITION AND INDEMNIFICATION		36
8.1	Delivery and Acceptance of the Leased Assets	36
8.2	Indemnification	36
8.3	Quiet Enjoyment	37
ARTICLE IX - INSURANCE		38
9.1	Coverage	38
9.2	General Insurance Provisions	40
9.3	Settlement and Payment of Claims	40
9.4	Failure to Insure	41
9.5	Adjustment of Insurance Coverage	41
9.6	Prohibition on Acts Affecting Insurance Coverage	41
9.7	Insurance Under Separate Contracts	41
ARTICLE X - INDEBTEDNESS		42
10.1	Agreed-Upon Indebtedness	42
10.2	Use of Agreed-Upon Indebtedness	42
10.3	Security for Agreed-Upon Indebtedness	42
10.4	Repayment of Agreed-Upon Indebtedness	43
10.5	No Limitation on Tenant Right to Borrow	43
10.6	Rights of the Agreed-Upon Indebtedness Lender	44
10.7	Affiliate Lenders	48
10.8	Permitted Equipment Financing	49
ARTICLE XI - NATIONAL FOREST SYSTEM LANDS OPERATING AGREEMENT		50
11.1	Maintenance of Forest Service Permits	50
11.2	Obligations with Respect to Forest Service Permits	50
11.3	Term	51
11.4	Additional Obligations of Tenant to the United States	51
11.5	Forest Service Master Plan	51
ARTICLE XII - CONDITIONS TO EFFECTIVENESS		52
12.1	Conditions	52
ARTICLE XIII - REPRESENTATIONS AND WARRANTIES		54
13.1	Representations and Warranties of Tenant	54
13.2	Representations and Warranties of Landlord	55
ARTICLE XIV - DAMAGE, DESTRUCTION OR DEPRIVATION OF USE; EMINENT DOMAIN		58
14.1	Damage or Destruction of the Leased Assets	58
14.2	Eminent Domain	59
14.3	Right to Terminate Due to Inadequate Snowfall	59
14.4	Effect of Termination	59
14.5	No Abatement if Lease Is Not Terminated	59
ARTICLE XV - DEFAULT AND REMEDIES		60
15.1	Default by Tenant	60
15.2	Remedies of Landlord	62
15.3	Default by Landlord	64
15.4	Remedies of Tenant	65
15.5	No Implied Surrender or Waiver	66
15.6	No Default Resulting from Certain Failures	66
15.7	Non-Binding Mediation	66
ARTICLE XVI - ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS		67
16.1	Consent Required	67
16.2	When Consent Is Not Required	67
16.3	Tenant to Furnish Information	68

16.4	No Consideration	69
16.5	Landlord’s Rights	69
16.6	Tenant Pays All Costs	69
16.7	Continuing Tenant Liability	69
ARTICLE XVII - TERMINATION EVENTS		70
17.1	Termination Events	70
17.2	Option	71
ARTICLE XVIII - MISCELLANEOUS		73
18.1	Landlord - Tenant Relationship	73
18.2	Release	73
18.3	Dollar Value	74
18.4	Captions	74
18.5	Partial Invalidity	74
18.6	Attorneys’ Fees	74
18.7	Waiver of Breach	74
18.8	Currency	74
18.9	Written Agreement	74
18.10	Further Assurances	75
18.11	Notices	75
18.12	Governing Law	76
18.13	Counterpart Signatures	76
18.14	City as Beneficiary	76
18.15	Time of the Essence	76
18.l6	Venue	76

SCHEDULE OF EXHIBITS:

Exhibit A	Additional Considerate on Agreement	Section 5.1(c)
Exhibit B	Current Capital Maintenance Items	ARTICLE I
Exhibit C	Employee Benefit Plans - Pension	ARTICLE I
Exhibit D	Employee Benefit Plans - Welfare	ARTICLE I
Exhibit E	Employee Benefit Plans - Additional Plans or Policies	ARTICLE I
Exhibit F	Forest Service Permits	ARTICLE I
Exhibit G	Water Rights	ARTICLE I
Exhibit H	Guaranty Agreement	ARTICLE I
Exhibit I	Owned Real Property	ARTICLE I
Exhibit J	Tangible Personal Property	ARTICLE I
Exhibit K	Transition Costs	ARTICLE I
Exhibit L	Assignment and Assumption Agreement (Intangible Personal Property)	Section 2.2
Exhibit M	License Agreement (Intellectual Property)	Section 2.2
Exhibit N	SERP Liabilities	Section 3.4(d)
Exhibit O	Deferred Compensation Arrangements	Section 3.4(f)
Exhibit P	Terms for Program - Lifetime Ski Pass Holders	Section 6.1(m)
Exhibit Q	Ski Run Names to be Retained	Section 6,10(b)
Exhibit R	Long-Term Liabilities	Section 10.2
Exhibit S	Real Property Landlord Leases from Third Parties	Section 13.2(e)(i)
Exhibit T	Real Property Landlord Leases to Third Parties	Section 13,2(e)(ii)
Exhibit U	Leased Tangible Personal Property	Section 13.2(f)
Exhibit V	Intangible Personal Property - Intellectual Property	Section 13.2(g)
Exhibit W	Intangible Personal Property - Material Permits and Licenses	Section 13.2(h)
Exhibit X	Intangible Personal Property - Material Agreements	Section 13,2(i)
Exhibit Y	Current Assets and Current Liabilities	Section 13,2(1)

LEASE AND OPERATING AGREEMENT

THIS LEASE AND OPERATING AGREEMENT (this “Agreement” or “Lease”), dated as of December 23, 2002, by and between WINTER PARK RECREATIONAL ASSOCIATION, a Colorado non-profit corporation (“Landlord”), as agent for the City and County of Denver, a Colorado municipal corporation (the “City”), pursuant to the Agency Agreement (as hereinafter defined), and INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”). Landlord and Tenant are referred to collectively herein as the “Parties.”

RECITALS:

WHEREAS, the Landlord owns, leases and licenses certain real and personal property located in Grand County, Colorado used in the operation of the mountain resorts known, as of the date hereof, as Winter Park, Mary Jane and Vasquez (collectively, the “Winter Park Resort”); and

WHEREAS, pursuant to that certain Agreement Between Winter Park Recreational Association and the City and County of Denver, State of Colorado, dated November 22, 1950, the City, as beneficial and residual owner of the Winter Park Resort, appointed Landlord as its agent for purposes of, inter alia, controlling, developing, managing and operating the Winter Park Resort; and

WHEREAS, Landlord has determined that it is the best interest of Landlord, the City and the Winter Park Resort to allow Tenant to control, develop, manage and operate the Winter Park Resort, and in connection therewith, to cause Landlord to lease, sublease and transfer certain assets to Tenant pursuant to the terms of this Agreement and to grant an option to purchase certain developable land to an affiliate of Tenant in a related transaction; and

WHEREAS, Landlord and the City have expressed their concurrence in this determination by entering into that certain Supplemental Agreement No. VII to Agreement Between Winter Park Recreational Association and the City and County of Denver dated as of October 4, 2002 (as amended and restated, the “Agency Agreement”); and

WHEREAS, Tenant is committed to outreach to all qualified people and firms and Landlord and Tenant intend that Tenant will use its resources and the controlling interest in Winter Park Resort granted to Tenant in this Lease, to endeavor, in a manner consistent with sound business practices, to improve Winter Park Resort as a mountain resort; and

WHEREAS, it is Landlord’s and Tenant’s desire that Winter Park Resort be economically viable on a stand-alone basis upon expiration of this Lease.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, the Parties agree as follows.

AGREEMENT:

ARTICLE I

DEFINITIONS

The following terms, when used in this Agreement, shall have the following meanings:

“Accountants” shall mean the nationally-recognized and respected firm of independent certified public accountants selected by Tenant and employed by Intrawest Corporation from time to time as its primary accounting firm.

“Additional Consideration Agreement” means the agreement, in the form attached to this Agreement as Exhibit A, to be executed by Intrawest Holdings and Landlord.

“Additional Leased Assets” shall mean real property, tangible personal property, intellectual property, and intangible personal property to be used in Resort Operations hereafter acquired, constructed or modified by Tenant, except as otherwise specifically provided in this Agreement. Without limiting the foregoing, Additional Leased Assets shall include any and all improvements constructed on the Real Property or the National Forest System Lands, and all real property acquired by Tenant or any affiliate of Tenant within the boundaries of the National Forest System Lands to the extent such real property is used in connection with Resort Operations.

“Affiliate Lender” shall mean Tenant or any affiliate of Tenant that extends credit from time to time that constitutes Agreed-Upon Indebtedness.

“Agency Agreement” shall have the meaning set forth in the fourth Recital of this Agreement.

“Agreed-Upon Indebtedness” shall mean, as of any measurement date, the outstanding principal amount of debt of Landlord existing as of the Effective Date plus the amount of additional debt to be incurred as additional Agreed-Upon Indebtedness for the limited purposes specified in this Agreement with respect to the Winter Park Resort. The maximum principal amount of Agreed-Upon Indebtedness shall not, at any time during the Term, exceed $33,000,000 less the amount of any principal payments required to be made by Landlord pursuant to Section 10.4 or otherwise voluntarily made by Landlord in repayment of the Agreed-Upon Indebtedness. Such maximum aggregate amount shall not be reduced to the extent Tenant or Landlord make repayments of principal for the purpose of refinancing any then-existing Agreed-Upon Indebtedness or Tenant otherwise makes any other payments of principal that are required to be made pursuant to the terms of the Agreed-Upon Indebtedness Documents from time to time.

“Agreed-Upon Indebtedness Documents” shall mean all notes, liens, security agreements, collateral assignments and other agreements, certificates, documents or instruments executed by Landlord in favor of any Agreed-Upon Indebtedness Lender to create, evidence, secure or otherwise document any Agreed-Upon Indebtedness.

2

“Agreed-Upon Indebtedness Lender” shall mean the lender or lenders from time to time extending the credit constituting the Agreed-Upon Indebtedness, and may include an Affiliate Lender.

“Agreement” or “Lease” shall mean this Lease and Operating Agreement.

“Applicable Law” means any law, rule, regulation, order, decree or other requirement having the force of law and, where applicable, any interpretation thereof by any authority having jurisdiction with respect thereto or charged with the administration thereof.

“Business Acquisition Properly” shall mean and include any or all of Tenant’s or its affiliate’s rights, title and interest in and to any business located and operating on, any real property located on, and any personal property used in connection with, any Purchased Developable Land, but only to the extent that Tenant or its affiliate owns or holds any such right, title or interest during the Business Acquisition Term.

“Business Acquisition Properly Investment” means the capital invested in a particular item of Business Acquisition Property by Tenant and its affiliates periodically over the Business Acquisition Property Life.

“Business Acquisition Properly Life” shall mean the period from date of the acquisition, organization or creation of an item of Business Acquisition Property through the Closing Date for such Business Acquisition Property.

“Business Acquisition Property Return” means the EBITDA accruing to the Tenant or its affiliate from the Business Acquisition Property periodically over the Business Acquisition Property Life.

“Business Acquisition Term” means (a) if this Agreement remains in effect through the normal expiration of the Term, the last five (5) years of the Term (as the Term may be extended), or (b) if this Agreement terminates earlier than normal expiration of the Term, one (1) year after the date of such termination.

“Cash Flow for Annual Payment” shall mean, with respect to the financial results of Tenant during any Fiscal Year, EBITDA, with the following adjustments: (a) Tenant’s share of general and administrative expenses of Intrawest Corporation shall not be taken into account (but the allocations of shared costs specified in Section 5.5 shall be taken into account); (b) fines and penalties imposed by a governmental entity shall not be taken into account; (c) attorneys’ fees and related costs incurred in connection with any claim made or suit brought by Tenant against Landlord or the City shall not be taken into account unless Tenant is the prevailing party, in which case such fees and costs shall be taken into account by reducing Cash Flow for Annual Payment; (d) the Required Interest Payments for such Fiscal Year shall be taken into account by reducing Cash Flow for Annual Payment; (e) the Required Annual Capital Maintenance Amount for such Fiscal Year shall be taken into account by reducing Cash Flow for Annual Payment; (f) any expenditure, whether ordinary (i.e., non-capital) or capital, associated with any liability whatsoever, which (i) arises out of, or in any way relates to, ownership, operation, management or maintenance of Winter Park Resort, (ii) arose prior to the Effective Date, and (iii) was not reflected and set forth specifically on the schedules attached to this Agreement as Exhibits R or Y as a Long-Term or Current Liability, shall be taken into account by reducing Cash Flow for Annual Payment either by taking such expense into account in calculating EBITDA or otherwise by making an adjustment after the calculation of EBITDA.

3

“City” shall mean THE CITY AND COUNTY OF DENVER, a Colorado municipal corporation.

“Clinton Ditch” means The Clinton Ditch & Reservoir Company, a Colorado non-profit ditch and reservoir company.

“Closing” shall have the meaning set forth in Section 17.2(b) of this Agreement.

“Closing Date” shall have the meaning set forth in Section 17.2(b) of this Agreement.

“Competitive Rentals” shall mean the rental of sports equipment by Tenant and its affiliates (a) within Clear Creek County five (5) miles on each side of US Highway 40 from Interstate 70 to the Grand County line, excluding the rental operations of Breeze Ski Rental/MAX Snowboards located along Interstate 70 at 999 County Road, Dumont, Colorado, or (b) within Grand County, if such sports equipment is usable at the Winter Park Resort, provided, however, that not included are such rentals obviously intended for use at another resort property or facility (such as the rental of golf clubs at a golf course) or otherwise to the extent Tenant is able clearly to establish that such rentals will be used at someplace other than Winter Park Resort (such as the rental of mountain bikes or backcountry ski equipment for a tour conducted someplace other than at Winter Park Resort).

“Current Assets” shall mean any and all assets of Landlord that would be treated as current assets under GAAP.

“Current Capital Maintenance Items” shall mean those items of scheduled capital maintenance described on Exhibit B attached hereto.

“Current Liabilities” shall mean any and all liabilities of Landlord that would be treated as current liabilities under GAAP.

“Designated Non-Tenant Operator” shall mean any Non-Tenant Operator designated in good faith by Tenant as one for whom it is not economically feasible to pay rental rates based on an amount equal to three percent (3%) of such Designated Non-Tenant Operator’s contribution to Gross Revenues, but including only Non-Tenant Operators which satisfy the following conditions during the Fiscal Year immediately preceding the Fiscal Year of such designation: (a) the portion of Gross Revenues attributable to any such Non-Tenant Operator’s Resort Operations shall not have accounted for more than one percent (I %) of all Gross Revenues, and (b) the portion of Gross Revenues attributable to all such Non-Tenant Operators so designated shall not, in the aggregate, have accounted for more than five percent (5%) of all Gross Revenue. With respect to the first Fiscal Year during which any Designated Non-Tenant Operator begins its Resort Operations, the portion of Gross Revenues attributable to such Designated Non-Tenant Operator shall be calculated based on Tenant’s reasonable projections.

4

“EBITDA” shall mean Tenant’s earnings from Gross Revenues, as determined under GAAP, before interest, taxes, depreciation and amortization, derived solely from Resort Operations or from activities conducted on the Real Property or the National Forest System Lands.

“Effective Date” means the first date on which all Parties have executed this Agreement and all conditions set forth in Section 12.1 of this Agreement have been satisfied or waived by the Party benefiting from such condition.

“Employee Benefit Plans” means the following plans which currently exist or for which continuing liabilities exist:

(a) All “employee pension benefit plans,” as defined in section 3(2) of ERISA, including retirement, pension and profit-sharing plans, which have been maintained or contributed to by Landlord or its affiliates during any of the last five (5) years, a list of which is attached hereto as Exhibit C;

(b) All “employee welfare benefit plans,” as defined in section 3(1) of ERISA, which have been maintained or contributed to by Landlord or its affiliates, including group insurance (including retiree life and medical insurance) and other employee benefit plans or arrangements and related trust agreements, a list of which is attached hereto as Exhibit D.

(c) All additional employee plans or policies which may or may not be ERISA plans, which have been maintained or contributed to by Landlord or its affiliates, including bonus incentive, deferred compensation, stock purchase, stock option, and stock bonus plans, and other employee benefit plans or arrangements and related trust agreements and individual option agreements, a list of which is attached hereto as Exhibit E.

“Encumbrance” means any item which encumbers or burdens the Leased Assets, including any security interest, restriction, covenant, reservation, right, easement, lease, other title or interest retention arrangement, and any other encumbrance of any nature whatsoever.

“Environmental, Health and Safety Requirements” shall mean all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.

5

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, together with all administrative regulations, rules and rulings issued thereunder.

“Exercise Notice” shall have the meaning set forth in Section 17.2(b) of this Agreement.

“First Loan Documents” shall mean the Agreed-Upon Indebtedness Documents to be executed and delivered by Landlord in favor of the initial Agreed-Upon Indebtedness Lender.

“Fiscal Year” shall mean any period during the Term commencing on July 1 and ending on the next ensuing June 30, except for the first Fiscal Year, which shall mean the period commencing on the Effective Date and ending on the next ensuing June 30.

“Forest Service Master Plan” shall mean the master plan of development and operations required by the terms of the Forest Service Permits as approved by the U.S. Department of Agriculture, Forest Service.

“Forest Service Permits” shall mean the permits issued from time to time by the U.S. Department of Agriculture, Forest Service with respect to the right to operate certain of the Leased Assets on those parcels of real property located in Grand County, Colorado, a copy of those permits existing as of the date of this Agreement being attached hereto as Exhibit F.

“GAAP” means those generally accepted accounting principles set forth in Statements of the Financial Accounting Standards Board and in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants or which have other substantial authoritative support in the United States and are applicable in the circumstances, as applied on a consistent basis.

“Governmental Authority” shall mean any nation or government, any state or political subdivision thereof, any municipal corporation, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, excluding the City or Landlord as agent for the City.

“Gross Revenue” shall mean the aggregate of all fees, receipts, revenue and income of every kind and nature derived directly or indirectly from all sources arising from Resort Operations or from activities conducted on the Real Property or the National Forest System Lands, before deducting any cost or expense, as determined in accordance with GAAP, except as expressly provided below. Gross Revenue shall include, without limitation, to the extent related to Resort Operations or from activities conducted on the Real Property or the National Forest System Lands, proceeds of business interruption and business loss insurance actually paid to

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Tenant, deposits not refunded or otherwise retained by Tenant, and amounts recovered in legal proceedings or settlements thereof. Gross Revenue shall also include fees and charges for central reservations booking services (without regard to where central reservations are conducted and whether it is central reservations for activities or housing, but only to the extent relating to activities or accommodations in Grand County, Colorado, excluding activities or accommodations conducted or owned by Tenant or an affiliate of Tenant that are located outside the Winter Park Resort and outside the Purchased Developable Land), all sales of Lift tickets for use at the Winter Park Resort, and Competitive Rentals. Gross Revenue shall not include (a) any fees or revenues (including, without limitation, real estate sales deposits) derived from the development or operation by Intrawest Development Corp. or a third party of buildings or portions of buildings or improvements developed on Purchased Developable Land; (b) applicable excise, sales, and use taxes, or any other governmental taxes or charges collected from third parties; (c) proceeds from financing or refinancing; (d) insurance proceeds received from any insurance policies pertaining to and invested in the repair or replacement of physical loss or damage to the Real Property or the Tangible Personal Property and Improvements; (e) any rents or revenues derived from the providing of housing for employees; or (f) income from property management or rental management businesses conducted on property other than the Real Property and National Forest System Lands. Any contrary or inconsistent provision of this Lease notwithstanding, if any Resort Operations are conducted by Designated Non-Tenant Operators, the portion of Gross Revenues attributable to any such Resort Operations and each such Designated Non-Tenant Operator shall include only the actual amounts paid by such Designated Non-Tenant Operator to Tenant.

“Improvements” shall mean any and all improvements to real property now or hereafter (a) owned or leased by Landlord, whether or not such improvements are located on land owned or leased by Landlord and (b) used in Resort Operations.

“Initial Term” shall mean the period from the Effective Date through June 30, 2052 or any earlier date upon which this Agreement may terminate as provided by this Agreement.

“Intangible Personal Property” shall mean all intangible personal property as defined under Colorado law now or hereafter owned by the Landlord and used or useful in connection with the ownership, operation or maintenance of Resort Operations, excluding Intellectual Property and excluding real property options to purchase, rights of first refusal, rights of first offer, or other acquisition rights for real property personal to the Landlord. The term Intangible Personal Property shall not include the Agency Agreement and any other contract now or hereafter existing for the operation of Landlord as contrasted to operation of the Winter Park Resort. .

“Intellectual Property” shall mean all of the trademarks, service marks, trade names, patents, licenses, permits and copyrights now or hereafter owned or licensed by Landlord.

“Interest Rate” shall mean one thousand (1,000) basis points in excess of LIBOR (rounded upward, if necessary, to the nearest one-sixteenth of one percent (1/16 of 1%)). “LIBOR” means the rate of interest per annum for deposits in U.S. dollars for a period of thirty (30) days which appears on Telerate Page 3750 as of 11:00 a.m., London time, on the date that is two (2) business days prior to the date of calculation. If for any reason no applicable rate(s) are available on Telerate Page 3750 for a particular date, LIBOR will be determined in accordance with the definition of “USD-LIBOR-Reference Banks” contained in the 1991 I SDA Definitions published by the International Swaps and Derivatives Association, Inc., or any successor or update to such publication.

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“Intrawest Corporation” shall mean Intrawest Corporation, a corporation continued pursuant to the Canadian Business Corporations Act, which is the ultimate parent entity of Intrawest Holdings.

“Intrawest Development Corp.” shall mean Intrawest/Winter Park Development Corporation, a Delaware corporation and an affiliate of Tenant.

“Intrawest Holdings” shall mean Intrawest/Winter Park Holdings Corporation, a Delaware corporation, which is the direct parent entity of both Tenant and Intrawest Development Corp.

“Investment Return Deficiency” means the difference, compounded over the Business Acquisition Property Life by the Return on Equity, between the present values, as of the beginning of the Business Acquisition Property Life, discounted at the Return on Equity, of (a) the Business Acquisition Property Investment and (b) the Business Acquisition Property Return, for each Fiscal Year of the Business Acquisition Property Life. For greater certainty, the present value shall be computed assuming the Business Acquisition Property Return occurs at the end of each Fiscal Year.

“Landlord’ shall mean WINTER PARK RECREATIONAL ASSOCIATION, a Colorado non-profit corporation, and its successors and assigns.

“Leased Assets” shall mean all of the Real Property, Improvements, Tangible Personal Property, Intangible Personal Property and Intellectual Property now or hereafter owned, leased, or licensed by Landlord and used or useful in the operation of the Winter Park Resort, excluding only cash paid or owing by Tenant to Landlord, proceeds from condemnation or conveyance of title in lieu of condemnation (subject to Sections 14.2 and 14,5 of this Agreement) and the Mineral Rights.

“Leasehold Tide Policy” shall mean the ALTA Extended Coverage Leasehold Policy (with standard printed exceptions in such form deleted and with such endorsements as Tenant may reasonably request) insuring Tenant’s leasehold interest in the Real Property pursuant to the terms of tins Agreement.

“Lift” shall mean a device which alone or in combination with other devices is primarily designed to move participants in on-mountain sporting activities from one elevation to another, and may include without limitations tows, chairlifts, gondolas and cable or cog railways.

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, condition (financial or otherwise), prospects, operations, performance or properties of a Party at the Winter Park Resort, or (b) a material impairment of the ability of a Party to perform its obligations under or to remain in compliance with this Agreement.

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“Mineral Rights” means the following if owned by Landlord: all oil and oil rights; gas and gas rights; coal and other solid fuel minerals; metallic minerals and ores thereof, of whatever grade; and all other minerals and mineral rights on, under or appurtenant to the Real Property.

“Mountain Base Area Cafeteria” shall mean a facility (a) the principal function of which is the efficient and convenient provision of food and beverages to guests of Winter Park Resort who are participating in on-mountain sports activities as an integral part of the Resort Operations and (b) which serves a variety of packaged, prepared and/or convenient food and beverages under circumstances where the guests serve themselves or are served at a counter and, in either case, take their food and beverages to a common seating area located within, or immediately outside, the same facility. For example, the principal food and beverage facility operated in the building commonly known as West Portal Station during the 2001-2002 ski season would constitute a Mountain Base Area Cafeteria.

“National Forest System Lands” means those parcels of real property owned by the United States and operated or used pursuant to the Forest Service Permits. Real property within the boundaries of the Forest Service Permits acquired by Tenant from the United States as permitted by this Agreement shall upon such acquisition cease to be included with the term National Forest System Lands.

“Non-Tenant Operator” shall mean any Person conducting Resort Operations other than Tenant.

“Option Agreement” shall mean that certain option agreement of even date herewith whereby Landlord and Intrawest Development Corp. have agreed that Intrawest Development Corp. shall have the option to purchase certain parcels of the Real Property upon the terms and conditions contained therein.

“PPI Escalation” means a fraction, the numerator of which is the PPI Index published most recently as of the date when any escalation is being calculated and the denominator of which is the PPI Index published most recently as of the Effective Date.

“PPI Index” means the Producers Price Index for Finished Goods as published by the U.S. Department of Labor Bureau of Labor Statistics.

“Parent Guaranty” means that certain guaranty in the form of Exhibit H attached hereto, pursuant to which Intrawest Corporation has guaranteed certain of the obligations of Tenant under this Agreement, of Intrawest Holdings under the Additional Consideration Agreement, and of Intrawest Development Corp. under the Option Agreement.

“Parties” shall mean Landlord and Tenant.

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“Permitted Equipment Financing” shall mean with respect to certain specific items of Tangible Personal Property, financing (including leases that would be characterized as capital leases but not those that would be characterized as operating leases) to be incurred by Tenant that may not exceed in the aggregate a maximum amount of $1,000,000 multiplied by the PPI Escalation at any given time, as more particularly described in Section 10.8 of this Agreement.

‘ “Person” shall mean any natural person, Governmental Authority, corporation, partnership, limited liability company, joint venture, association, trust or other entity of any kind.

“Purchased Developable Land” shall mean those parcels of Real Property, if any, that are acquired by Intrawest Development Corp., or its affiliate or a successor permitted by the terms of the Option Agreement, from time to time pursuant to the Option Agreement, excluding real property repurchased by Landlord or (b) real property conveyed to Landlord and leased back to Tenant for the conduct of Resort Operations.

“Real Property” means all real property as defined under Colorado law that is owned or leased by Landlord from time to time, including without limitation that certain property described on Exhibits I and S attached hereto, and includes all Improvements, easements, licenses, rights-of-way and other privileges, appurtenances, hereditaments and rights (including, without limitation, any and all development or zoning rights) belonging and inuring to the benefit of such real property or otherwise providing rights of use to the Landlord, but shall not include (unless expressly provided to the contrary): (a) Mineral Rights or Water Rights, (b) Purchased Developable Land, (c) the National Forest System Lands, or (d) options to purchase, rights of first refusal, rights of first offer, or other acquisition rights personal to the Landlord.

“Reimbursable Transaction Costs” shall mean (a) One Hundred Fifty Thousand Dollars ($150,000) for Landlord’s future operating expenses, and (b) One Million One Hundred Thousand Dollars ($1,100,000) for the actual legal fees and financial consultant fees accrued or paid by the City or the Landlord (limited, in the case of the Landlord, to fees accrued or paid from and after July 6, 2002) in connection with the requests for qualification and proposal leading to, and the negotiation and delivery of, this Agreement, the Option Agreement, and the other instruments and agreements relating thereto and in connection with the consummation thereof.

“Rental Payments” shall mean all cash obligations from Tenant to Landlord pursuant to this Agreement.

“Required Annual Capital Maintenance Amount” shall mean an amount equal to six percent (6%) of Gross Revenue during any Fiscal Year.

“Required Interest Payments” shall mean the interest payments required to be paid on the Agreed-Upon Indebtedness during any Fiscal Year pursuant to the terms and conditions of the Agreed-Upon Indebtedness Documents.

“Required Quarterly Payment” shall mean a regular installment in the amount of $500,000 due and payable in advance each July 1, October 1, January 1 and April 1, commencing on October 1, 2002. Such amounts are to be paid by Intrawest Holdings pursuant to the Additional Consideration Agreement for the period beginning October 1, 2002, and ending September 30, 2012, and thereafter such amounts are to be paid by Tenant as Rental Payments through the remainder of the Term.

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“Resort Operations” shall mean (a) all activities and operations of Tenant or any lessee, sublessee, licensee, franchisee or other user of every kind and nature for, relating to or in the support of the on-mountain activities of snowsliding, mountain biking and mountain hiking or other on-mountain recreational activities conducted or required by this Agreement to be conducted on any or all of the Real Property and the National Forest System Lands; (b) sales of Lift tickets; (c) Competitive Rentals; and (d) central reservations (without regard to where central reservations are conducted and whether it is central reservations for activities or housing, but only to the extent relating to activities or accommodations in Grand County, Colorado excluding any activities or accommodations that are conducted or owned by Tenant or an affiliate of Tenant that are located outside the Winter Park Resort and outside the Purchased Developable Land).

“Return on Equity” shall mean the geometric average rate of return (expressed as a percentage) earned by Intrawest Corporation (or its permitted successor and assign) on its collective corporate equity over the Business Acquisition Property Life.

“Revenue-Based Annual Payment” shall mean a Rental Payment, the amount of which is determined as a percentage of Gross Revenue as more particularly described in Section 5.1(d).

“Tangible Personal Property” shall mean all motor vehicles, machines, machinery, Lifts, tows, snow grooming equipment, snow making equipment, component parts thereof, furniture, fixtures, other equipment, inventory, and other items of tangible personal property under Colorado law now or hereafter owned by the Landlord and used or useful in connection with the ownership, operation or maintenance of Resort Operations, including, without limitation, the tangible personal property described on Exhibit J attached hereto.

“Taxes” shall mean all taxes, fees and assessments due, imposed, assessed or levied against any Leased Assets (or the purchase, ownership, delivery, leasing, possession, use or operation thereof) by any federal, state or local government or taxing authority, including, without limitation, all license and registration fees, and all sales, use, personal property, real property, possessory interest, excise, gross receipts, value added, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon in any way relating thereto. Notwithstanding the foregoing, Taxes shall not mean any obligations imposed by the United States of America or any state thereof or political subdivision thereof which are on, or measured by, the income of Landlord.

“Tenant” shall mean INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation, and its permitted successors and assigns,

“Term” shall mean the Initial Term, as extended and as it may be terminated early, pursuant to the provisions of this Agreement.

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“Third Party Lender” means an Agreed-Upon Indebtedness Lender other than an Affiliate Lender.

“Title Company” shall mean Grand County Title and Escrow Company, Inc.

“Transition Costs” shall mean certain costs and expenses that have been or are anticipated to be incurred by Tenant in connection with the initial transition of the control and operation of the Winter Park Resort from Landlord to Tenant, including, without limitation, those costs identified on Exhibit K attached hereto.

“Water Rights” means, to the extent the same are owned or leased by Landlord or are held by it under an exchange agreement: all water and water rights, water contracts and agreements, ditches and ditch rights, water and ditch company stock (including Clinton Ditch rights), wells and well permits, springs, rights in canals and laterals, aqueducts, reservoirs, appropriations and franchises upon, leading to, connected with or had and enjoyed in connection with the Real Property or the National Forest System Lands, and including all rights in the Diamond Bar Tee No. 2 Ditch. The Water Rights include without limitation those rights described on Exhibit G attached as a part hereof.

“Winter Park Resort” means the recreational resort and its related activities carried on within the Real Property and the National Forest System Lands known, as of the date hereof, as Winter Park, Mary Jane and Vasquez.

ARTICLE II

LEASED ASSETS

2.1 Leases and Subleases. Subject to the terms and conditions set forth in this Agreement, commencing on the Effective Date, Landlord hereby leases or subleases to Tenant, as applicable, and Tenant hereby leases or subleases from Landlord, as applicable, the following Leased Assets:

(a) The Real Property;

(b) The Water Rights; and

(c) The Tangible Personal Property.

The Mineral Rights are specifically excluded from the Leased Assets, provided, however, that Landlord shall not exploit the same without obtaining the prior written consent of Tenant, and Tenant’s consent shall not be unreasonably withheld taking into account the facts and circumstances, including without limitation present or future potential interference with Resort Operations and development of Purchased Developable Land and the aesthetic effect of such exploitation. Tenant shall have the right to excavate, remove, use, dispose of or sell any sand and gravel within the Real Property as Tenant deems appropriate for development of the Real Property or the Purchased Developable Land, and Landlord shall, if requested to do so by Tenant, execute any documentation or agreements reasonably required by Tenant evidencing such rights. The amendment, modification or termination of any or all licenses and permits relating to Water Rights shall require the prior consent or approval of Landlord (which Landlord shall not unreasonably withhold) unless such action has obtained the prior consent or approval of the Board of Water Commissioners for the City.

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2.2 Assignments and Licenses. Concurrently herewith, Landlord is delivering to Tenant an assignment and assumption agreement in the form attached hereto as Exhibit L, pursuant to which Landlord is assigning to Tenant all Intangible Personal Property concurrent with the Term of this Agreement. Throughout the Term, Tenant shall have the right to amend, modify and terminate Intangible Personal Property rights in connection with Resort Operations without the consent or approval of Landlord, provided, however, that the consent and approval of Landlord (which Landlord may grant or withhold in its sole discretion) shall be required for any amendment, modification or termination that may have a material adverse effect on the interest of Landlord upon termination of this Lease, whether upon its normal expiration date or any earlier termination date that may occur with or without default. Also concurrently herewith, Landlord is delivering to Tenant a licensing agreement in the form attached hereto as Exhibit M, pursuant to which Landlord is licensing the Intellectual Property to Tenant concurrent with the Term of this Agreement. Throughout the Term, Tenant shall have the right to amend, modify and terminate the Intellectual Property so licensed in connection with Resort Operations without the consent or approval of Landlord, provided, however, that the consent and approval of Landlord (which Landlord may grant or withhold in its sole discretion) shall be required for any amendment, modification or termination that may have a material adverse effect on the interest of Landlord upon termination of this Lease, whether upon its normal expiration date or any earlier termination date that may occur with or without default. Landlord shall grant to third parties easements and licenses that are reasonable in their terms and scope to the extent requested by Tenant to protect or enhance Resort Operations.

2.3 Assignment of Warranties. Landlord agrees that Tenant may have the benefit as a third party beneficiary of any warranties or other rights to which Landlord is entitled from any third party with respect to the Leased Assets, and Landlord hereby assigns (reserving rights for itself upon expiration or earlier termination of the Lease) such benefits to Tenant to the extent the same may be assignable by the terms of the agreements with such third party and as permitted under law. To the extent such warranties are not assignable, Landlord shall enforce its rights under such warranties upon the request and at the expense of Tenant, Tenant agrees that Landlord may have the benefit as a third party beneficiary of any warranties or other rights to which Tenant is entitled from any third party with respect to the Leased Assets, and Tenant hereby assigns (reserving rights for itself upon expiration or earlier termination of the Lease) such benefits to Landlord to the extent the same may be assignable by the terms of the agreements with such third party and as permitted under law. Tenant shall use good faith efforts to add language to its future contracts for the design, construction or acquisition of Leased Assets to the effect that “Winter Park Recreational Association is a third party beneficiary hereunder for the purposes of enforcing warranties under this contract.

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2.4 Winter Park Restaurant Company. If requested to do so by Tenant, Landlord shall lease or cause Winter Park Restaurant Company to sublease to Tenant the real property, personal property and intangible personal property, if any, of the Winter Park Restaurant Company.

2.5 Additional Leased Assets. In connection with the operation of the Winter Park Resort, Tenant shall have the right to acquire, construct, modify and replace Additional Leased Assets to be used in Resort Operations. Except to the extent (a) Tenant acquires or constructs or any Person providing financing retains ownership to such Additional Leased Assets, and such Additional Leased Assets are security for Permitted Equipment Financing, or (b) Tenant leases assets (other than Lifts and other related equipment such as motors, chairs and cable) under a true operating lease under GAAP, these Additional Leased Assets shall at all times thereafter, including after the termination of this Agreement, be the property of Landlord, and Tenant hereby conveys all such Additional Leased Assets to Landlord, and Landlord hereby leases all Additional Leased Assets to Tenant pursuant to the terms and conditions contained in this Agreement. Landlord and Tenant agree to take whatever additional actions are reasonably required to cause such Additional Leased Assets to be conveyed by Tenant to Landlord, and leased back by Landlord to Tenant, in order to more effectively vest in Landlord title to the Additional Leased Assets and cause the Additional Leased Assets to be leased back to Tenant in accordance with this Agreement. To the extent that any National Forest System Lands are acquired by Tenant and are used in connection with Resort Operations, Tenant shall convey such real property to Landlord, and Landlord shall lease such real property back to Tenant as Additional Leased Assets under this Agreement. To the extent that Tenant may in the future propose to acquire National Forest System Lands not for use in Resort Operations, such acquisition is conclusively presumed to modify the boundaries covered by the Forest Service Permits and is subject to the prior approval of Landlord, which it may grant, withhold or condition in its sole and absolute discretion.

2.6 Ownership of Leased Assets.

(a) True Lease. All Leased Assets are, and shall remain at all times including after the termination of this Agreement, the property of Landlord, and Tenant’s interest therein is that of a tenant under a lease, provided, however, that during the Term Tenant shall control the Leased Assets and the operation of the Winter Park Resort consistent with the provisions of this Lease.

(b) Permitted Equipment Financing and Leases. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to continue to own (or permit a financing entity to own) or to lease certain items of Tangible Personal Property to the extent and for a period of time as provided in Section 2.5 and Article X.

(c) Tenant’s Mortgages, Encumbrances and Disposal. Except as otherwise expressly provided in this Agreement and the Option Agreement, Tenant agrees that, without the prior written consent of Landlord, it will not pledge, loan or mortgage any interest of the Landlord in the Leased Assets, nor attempt in any manner to dispose of the Leased Assets (except that Tenant shall have the authority to sell, replace or otherwise dispose of any Tangible Personal Property, and shall remove the same from National Forest System Lands if located thereon, free and clear of any ownership interest of Landlord, in the ordinary course of business), nor to suffer any Encumbrances to be incurred or levied on any interest of the Landlord in the Leased Assets (other than leases, subleases, concessions or licenses for the benefit of the Resort Operations entered into in the ordinary course of business).

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(d) Landlord’s Mortgages, Encumbrances and Disposal. Except with respect to the Agreed-Upon Indebtedness, when Landlord is Winter Park Recreational Association, the City, an agency or an agent of the City or another entity having at least one director, trustee or manager appointed by the City or an agency thereof, Landlord will not, without Tenant’s prior written consent, which Tenant may grant or withhold in its sole discretion, pledge, mortgage, or grant a deed of trust or security interest or other lien with respect to, any interest of Landlord in the Leased Assets. Any sale, transfer, exchange, lease or other disposition by Landlord of its interest in the Leased Assets at any time shall be made expressly subject to this Lease and the rights of Tenant hereunder, shall be made expressly subject to the terms of the Agreed-Upon Indebtedness, and shall not cause a debt service payment obligation of Tenant on Agreed-Upon Indebtedness. Until the 20^th anniversary of the Effective Date, any such sale, transfer, exchange, lease or other disposition by Landlord of its interest in the Leased Assets shall be subject to Tenant’s right of first refusal described in Section 2.6(e). From and after the twentieth (20^th) anniversary of the Effective Date and continuing for the balance of the Term, any sale, transfer, exchange, lease or other disposition by Landlord of its interest in the Leased Assets shall be only made in a public process in which Tenant has the right to participate on terms and conditions that are not less favorable to Tenant than to any other participant in such process.

(e) Right of First Refusal. Commencing on the Effective Date and continuing until the twentieth (20^th) anniversary of the Effective Date, Landlord may sell, transfer, exchange, lease or otherwise dispose of any or all of the Leased Assets, but Tenant shall have a right of first refusal with respect to any offer or agreement to purchase such Leased Assets that Landlord wishes to consummate on the following terms and conditions:

(i) Any such proposed sale, transfer, exchange, lease or other disposition by Landlord shall be expressly subject to this Lease and the rights of Tenant hereunder, and shall not cause a debt service payment obligation by Tenant on the Agreed-Upon Indebtedness.

(ii) Tenant shall have the right to purchase such Leased Assets at the same purchase price and on the same terms and conditions as the agreement with the offeror (the “Offer”).

(iii) Landlord shall, within five (5) business days of receipt of an Offer, deliver a copy of the Offer to Tenant. Tenant shall, within fifteen (15) business days of receipt of the Offer (the “Offer Period”), give written notice to Landlord as to whether or not Tenant elects to purchase the Leased Assets. If the Offer includes consideration other than cash, Tenant shall have the right to substitute the equivalent thereof in cash.

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(iv) The closing of the purchase shall be held at a date agreed to by the Landlord and Tenant, but not later than thirty (30) days after the closing date specified in the Offer. If Tenant does not notify Landlord of its election to purchase such Leased Assets within the Offer Period, or if Tenant does not close the purchase in accordance with this section, Landlord may close the transfer to the proposed transferee on the terms and conditions specified in the Offer, within the later to occur of (A) the period of time specified in the Offer or (B) sixty (60) days after the end of the Offer Period or after such failure to close, as applicable, subject to compliance with any other applicable provisions of this section. If such transfer is not made within such period, the provisions of this section shall again apply to any future agreement to transfer any or all of the Leased Assets.

2.7 Option Agreement Parcels. As partial consideration for Tenant entering into this Agreement with Landlord, Landlord has entered into the Option Agreement. When title to a given parcel of the Real Property has been conveyed in the event Intrawest Development Corp. exercises its option to purchase such parcel pursuant to the Option Agreement, such parcel shall cease to be a Leased Asset, subject to any obligations of the acquiring entity to deliver back to Landlord any space for Resort Operations and any necessary easements, and subject also to Landlord’s right to repurchase if the acquiring entity fails to commence construction within a certain period of time, all as provided in this Agreement and the Option Agreement.

ARTICLE III

ASSETS AND LIABILITIES

3.1 Delivery of Current Assets. On the Effective Date, Landlord shall deliver to Tenant all Current Assets, including without limitation, all cash. Between the date of Tenant’s execution of this Lease and the Effective Date, Landlord shall not expend cash except in the ordinary course of its business or as reasonably necessary to enter into and conclude this Lease, the Option Agreement and related transactions (and such latter expenditures shall be credited towards Tenant’s payment of Reimbursable Transaction Costs).

3.2 Assumption of Liabilities. From and after the Effective Date and during the Term, Tenant hereby assumes and agrees to pay or perform when due all obligations of Landlord of every kind and nature arising out of, or in any way relating to, the Winter Park Resort, whether such obligations arose before or after the Effective Date, including without limitation, those arising in contract, tort, or under environmental laws or other regulatory programs, whether contingent or absolute, and whether known or unknown, except that Tenant does not assume the obligations of Landlord under the Agency Agreement or under this Agreement or any obligations of Landlord to the City or any of the City’s agencies, agents, employees or officials acting in such capacities, or any obligations or liabilities resulting or arising out of a breach or default by Landlord under this Agreement, the Option Agreement or any documents related to this Agreement or the Option Agreement.

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3.3 Employment of Employees. Tenant hereby agrees to employ at the Winter Park Resort all of the current permanent employees of Landlord as of the Effective Date and as disclosed to Tenant by Landlord in writing, provided, however, that such obligation shall not extend to the Landlord’s President and CEO, Vice President of Operations, Vice President of Administration, Vice President of Finance, Vice President of Marketing and Vice President and General Counsel (but as to such excluded employees, Tenant specifically assumes the obligations under existing severance policies and written employment contracts applicable to them as disclosed to Tenant by Landlord prior to the Effective Date). This employment obligation for employees not excluded in the preceding sentence is for the express benefit of Landlord with respect to its liabilities to its employees, does not limit the right of Tenant to terminate employees according to its normal policies mid practices, does not change the status of all such Winter Park Resort employees as employees “at will,” and is not for the benefit of the employees themselves, and they are not third party beneficiaries of this Section. This Section 3.3 does not constitute an employment contract for the benefit of such employees.

3.4 Employee Benefit Plans.

(a) Service Credit. Following the Effective Date, Tenant will provide former employees of Landlord who are hired by Tenant for the winter or summer season ending June 30, 2003, with credit under each of Tenant’s benefit plans for their service with Landlord prior to the Effective Date based upon the service credit the employees received under the corresponding Landlord’s Employee Benefit Plan. In the event the applicable Tenant’s benefit plan has a higher requirement for computing a participant’s service than the corresponding Landlord’s plan, the service credit provisions of the Landlord’s plan as disclosed to Tenant will be used in determining the prior service credit (i.e., an employee of Landlord who has a specific number of years of service credit under the terms of the applicable Landlord’s plan will be given credit for not less than that same number of years of service under the corresponding Tenant’s plan). Thereafter, the future service credit under the Tenant’s plans shall be computed under the terms of the applicable Tenant’s plan provisions. For purposes of this Section 3.4(a), Tenant’s benefit plans and policies are limited to health insurance, dental insurance, life insurance, voluntary group life insurance, accidental death & dismemberment insurance, long term disability, vacation, sick days, and 401(k) Retirement Plan.

(b) Pension Plan. Prior to and effective as of the Effective Date, Landlord will amend its pension plan to provide that all plan participants who are employed by Landlord as of the Effective Date or who accrued a Year of Service (as defined by such pension plan) with Landlord during the twelve-month period ending on May 31, 2002, are one hundred percent (100%) vested in their benefits accrued as of the Effective Date. On the Effective Date, all pension plan assets will be transferred by Landlord to Tenant, and Tenant will assume all obligations and liabilities of Landlord as the employer under the Landlord’s pension plan, including all plan funding obligations, and will indemnify Landlord from and against all liabilities and obligations with respect to the pension plan. Following the Effective Date, Tenant will have the right, in its discretion, to continue, freeze or terminate the pension plan, subject to compliance with all Applicable Laws.

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(c) 401(k) Plan. Prior to the Effective Date, Landlord will authorize the termination of its 401(k) plan in accordance with all Applicable Laws with such termination to be effective as of the day prior to the Effective Date and distributions to be completed as soon as administratively feasible thereafter. Tenant shall allow all participants in Landlord’s terminated 401(k) plan who are hired by the Tenant and who become participants in Tenant’s 401(k) Plan to rollover their assets to the extent such assets constitute an “eligible rollover distribution” within the meaning of Internal Revenue Code Section 402(f)(2)(A), including without limitation participant loans, into the 401(k) plan maintained by Tenant upon demonstration by Landlord reasonably satisfactory to Tenant that Landlord’s 401(k) plan was qualified pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code. Tenant shall take all necessary steps relating to Tenant’s 40l(k) plan to ensure that such plan will accept participants’ rollover assets, including without limitation participant loans, in a manner which allows the rollover to be treated as an eligible rollover distribution. Landlord shall be obligated to fully terminate the Landlord’s 401(k) plan, obtain an IRS favorable determination letter on the terminated plan, and complete distributions to plan participants and beneficiaries.

(d) National Sports Center for the Disabled. Tenant will undertake to make its benefit plans available to the National Sports Center for the Disabled, Inc. (“NSCD”) for participation by NSCD as a participating employer as of the Effective Date. Tenant’s obligation to make such benefit plans available is conditional upon NSCD undertaking the actions required to adopt such benefit plans as a participating employer for its employees. For purposes of this paragraph and subject to the foregoing condition, the benefit plans which Tenant shall be obligated to make available to NSCD are limited to the following: 401(k) Retirement Plan, health insurance, dental insurance, life insurance, voluntary group life insurance, accidental death & dismemberment insurance, and long-term disability, provided, however, that Tenant may elect to make additional benefit plans available.

(e) SERP. As of the day prior to the Effective Date, the participants in the Landlord’s Supplemental Executive Retirement Plan (“SERP”) under the Employee Benefit Plans will be deemed fully vested in their accrued benefits, and the Landlord shall pay to participants other than the participant noted in a separate written disclosure previously delivered from Landlord to Tenant the accrued benefit of each participant to be calculated based upon his or her age as of the Effective Date and the difference between the SERP benefit accrued as of the Effective Date and the estimated Landlord’s pension plan benefit accrued as of the Effective Date (“Accrued SERP Benefits”). The payments to the participants will be made by Landlord as of the day prior to the Effective Date and will be subject to required tax withholding. Landlord represents and warrants that the Accrued SERP Benefits payable to the SERP participants as of August 1, 2002 are shown on Exhibit N attached hereto. As of the Effective Date, the Tenant will assume all obligations pursuant to the SERP with respect only to the participant identified in the above-referenced separate written disclosure and the Tenant will make the payments set forth in Exhibit N to such participant. The Landlord agrees to transfer to the Tenant on the Effective Date, the remaining assets of the rabbi trust in which the Landlord currently maintains assets for the benefit of SERP participants.

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(f) Health Insurance.

(i) As of the Effective Date, Tenant will provide health insurance coverage pursuant the terms of the Consolidated Omnibus Reconciliation Act (“COBRA”) for: (A) former Landlord’s employees who have elected COBRA coverage under the Landlord’s health insurance plan; (B) former Landlord’s employees who would be eligible to elect COBRA coverage under the Landlord’s health insurance plan if Landlord were to continue its existing health insurance plan; and (C) Landlord’s employees who are terminated by Landlord as of the Effective Date and who do not become employees of Tenant after the Effective Date.

(ii) As of the Effective Date, Tenant will assume all obligations to provide health insurance coverage as required under the Landlord’s contracts with retired employees listed in a separate written disclosure previously delivered by Landlord to Tenant. Tenant will provide the health coverage required by such contracts and will indemnify Landlord from and against all liabilities and obligations relating thereto.

(iii) From and after the Effective Date, Tenant will provide health insurance coverage under Tenant’s medical plan to Landlord’s retirees specified in a separate written disclosure previously delivered from Landlord to Tenant who have coverage under Landlord’s regular health insurance plan under the plan of insurance available to Tenant’s employees. These retirees will continue to be eligible for coverage under the Tenant’s health insurance plan until their coverage would have terminated under their current arrangements with Landlord, and the date of such termination is set forth in such separate disclosure.

(g) Deferred Compensation Arrangements. As of the Effective Date, the Tenant will assume all obligations pursuant to the Deferred Compensation Arrangements identified on Exhibit O and only for participants listed in a separate written disclosure previously delivered from Landlord to Tenant.

ARTICLE IV

TERM

4.1 Initial Term. The initial term of this Agreement shall be approximately fifty (50) years, commencing on the Effective Date and expiring on June 30, 2052 at 5 p.m. MDT, unless sooner terminated by law or pursuant to the terms and conditions of this Agreement.

4.2 Extension of Initial Term. Tenant shall have the option of extending the Term for up to two (2), ten (10) year extension terms, followed by one (1), six (6) year extension term (each, an “Extension Term”). Tenant shall be deemed to have exercised its option to extend this Agreement unless at least two (2) years prior to the end of the then current Term or any subsequent extension term, Tenant shall have notified Landlord in writing of its intention to terminate this Agreement at the conclusion of such Term.

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ARTICLE V

LEASE PAYMENTS: OTHER PAYMENTS;
ALLOCATION OF CERTAIN EXPENSES

5.1 Rental and Other Payments. Tenant hereby covenants and agrees to pay to Landlord, as rent for the Leased Assets, all of the following Rental Payments and other payments:

(a) Initial Payment. On the Effective Date, Tenant shall pay an initial, one-time payment to Landlord equal to three million dollars ($3,000,000).

(b) Required Agreed-Upon Indebtedness Payments. On or before the date that any payment of principal or interest is required to be made pursuant to the terms-of the Agreed-Upon Indebtedness Documents, Tenant shall pay such amount to the Agreed-Upon Indebtedness Lender, provided, however, that any such payments of principal by Tenant shall not operate to reduce the maximum principal amount of the Agreed-Upon Indebtedness. In the event Tenant makes any such payment of principal, Tenant shall be an Agreed-Upon Indebtedness Lender to the extent of such payment in accordance with Section 10.7 of this Agreement.

(c) Additional Consideration Agreement. Tenant shall cause Intrawest Holdings to execute and deliver to Landlord on the Closing Date the Additional Consideration Agreement.

(d) Rental Payments. Subject to the provisions contained in Section 5.2(a), on or before July 1, October 1, January 1 and April 1 of each Fiscal Year during the Term beginning October 1,2012, Tenant shall pay to Landlord the Required Quarterly Payment. Commencing on September 30,2013, and continuing throughout the remainder of the Term, on or before September 30 of each Fiscal Year, Tenant shall pay to Landlord as additional Rental Payments for the Leased Assets the Revenue-Based Annual Payment in an amount equal to three percent (3.0%) of Gross Revenue in excess of thirty-three million dollars ($33,000,000) received during the immediately preceding Fiscal Year (beginning with the Fiscal Year ending June 30,2013), but in no event shall the Revenue-Based Annual Payment exceed the amount by which Cash Flow for Annual Payment for such immediately preceding Fiscal Year exceeded two million dollars ($2,000,000). Landlord and Tenant shall agree upon the manner in which each Required Quarterly Payment and each Revenue-Based Annual Payment shall be allocated as consideration for (i) the leasing of Real Property, (ii) the leasing of Tangible Personal Property, (iii) the assignment of Intangible Personal Property, and (iv) the licensing of Intellectual Property under this Agreement.

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(e) Example. The following calculations of the Required Quarterly Payments for a full Fiscal Year and the Revenue-Based Annual Payment on account of such Fiscal Year are provided by way of example and not by way of limitation:

		Example 1			Example 2
	Assumed Gross Revenue for the Fiscal Year	$	83,000,000		$	83,000,000
	Less Gross Revenue Threshold		(33,000,000	)		(33,000,000	)
	Gross Revenue Included in Calculation		50,000,000			50,000,000
	Multiplied by 3% factor		x 3%			x 3%
	Maximum Revenue Based Annual Payment		1,500,000			1,500,000
	Required Aggregate Quarterly Payments made for such Fiscal Year		2,000,000			2,000,000
(A)	Total Maximum Rent		3,500,000			3,500,000
(B)	Assumed Cash Flow for Annual Payment for the Fiscal Year		5,000,000			1,900,000
	Total Rent Payments to Landlord for such Fiscal Year (lesser of line (A) or line (B))	$	3,500,000		$	1,900,000

5.2 Credit for Certain Required Quarterly Payments.The following subparagraphs (a) and (b) relate only to the periods of time for calculating whether there are applicable certain prepayments or credits, and are not intended to modify the periods of time when payments are made under the Additional Consideration Agreement or Section 5.1(d) above.

(a) Developable Land Prepayments. For the period beginning as of October 1,2002 and ending on June 30,2012, Intrawest Holdings is obligated to pay the Required Quarterly Payments under the Additional Consideration Agreement, on the condition that the amount by which the aggregate of the Required Quarterly Payments exceeds Cash Flow for Annual Payment of Tenant for a given Fiscal Year shall be considered a conditional prepayment and credited (at Intrawest Development Corp’s discretion) against Intrawest Development Corp’s obligation to make payments pursuant to and in accordance with the terms of the Option Agreement. The foregoing provision does not modify the requirement in the Additional Consideration Agreement that Intrawest Holdings also make a Required Quarterly Payment on July 1,2012.

(b) Credit for Future Required Quarterly Payments. The terms of this paragraph shall apply only for the period beginning as of July 1,2012 and continuing throughout the remainder of the Term. If, for any given Fiscal Year, the Required Quarterly Payments made exceed Cash Flow for Annual Payment, the amount of such excess shall be credited against and reduce the amount of Required Quarterly Payments required to be paid in the next succeeding Fiscal Year, such credit to be applied (and thus reducing) the succeeding Required Quarterly Payments until such excess has been exhausted.

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5.3 Capital Expenditures.

(a) Tenant shall make such capital expenditures with respect to the Leased Assets and shall create such Additional Leased Assets as it determines to be necessary and appropriate in its sole business judgment to satisfy the requirements set forth in this Agreement. In general, Tenant’s priorities in establishing its capital expenditure plan include, without limitation, maintaining the Leased Assets in a safe and useable condition with all preventative maintenance procedures performed and replacements made where necessary, addressing capacity issues, and using its resources to endeavor, in a manner consistent with sound business practices, to improve or at least maintain the competitive position of Winter Park Resort as a mountain area resort.

(b) During each Fiscal Year, Tenant shall reserve the Required Annual Capital Maintenance Amount from Gross Revenues, which shall be expended by Tenant from time to time as deemed necessary and appropriate in the sole business judgment of Tenant only to expenditures that are capitalized under GAAP to repair, upgrade, replace, substitute or otherwise maintain the then existing Leased Assets (including amounts allocated as contemplated by Section 5.5(d)). Nothing in this paragraph shall be construed to limit the amount that may be expended by Tenant for capital maintenance. In any Fiscal Year, if Tenant spends an amount in excess of the Required Annual Capital Maintenance Amount, such excess shall be credited towards the expenditure of the Required Annual Capital Maintenance Amount for the following Fiscal Year(s) (up to a maximum of five (5) Fiscal Years).

(c) Subject to Tenant obtaining all necessary approvals from the United States Forest Service, Tenant shall complete certain Current Capital Maintenance Items before December 1,2003, and Tenant shall complete Current Capital Maintenance Items at a cost of not less than eight million one hundred sixty-five thousand dollars ($8,165,000), not later than December 1,2004, and provide an itemization thereof to Landlord. During the period beginning on the Effective Date and ending on September 30, 2007, the total amount of capital expenditures completed or under binding contract for construction by Tenant at the Winter Park Resort for Resort Operations that support (with support including without limitation base area skier services but expressly not including general base area offices and administration, employee housing or skier parking) the on-mountain activities of snowsliding, mountain biking and mountain hiking or other on-mountain recreational activities, when added to the Current Capital Maintenance Items and the aggregate expenditures from the Required Annual Capital Maintenance Amount, shall not be less than an aggregate of twenty-one million eight hundred eighty thousand dollars ($21,880,000). If during the period beginning on the Effective Date and ending on September 30,2007, the cumulative amount of EBITDA is at least forty-seven million dollars ($47,000,000), then the total amount of capital expenditures completed or under binding contract for construction by Tenant at the Winter Park Resort for Resort Operations that support (with support including without limitation base area skier services but expressly not including general base area offices and administration, employee housing or skier parking) the on-mountain activities of snowsliding, mountain

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biking, mountain hiking or other on-mountain recreational activities, when added to the Current Capital Maintenance Items and the aggregate expenditures from the Required Annual Capital Maintenance Amount, for the period beginning on the Effective Date and ending on September 30, 2009 shall not be less than an aggregate of forty million dollars ($40,000,000). During the period beginning on the Effective Date and ending on September 30,2012, the total amount of capital expenditures completed or under binding contract for construction by Tenant at the Winter Park Resort for Resort Operations that support (with support including without limitation base area skier services but expressly not including general base area offices and administration, employee housing or skier parking) the on-mountain activities of snowsliding, mountain biking, mountain hiking or other on-mountain recreational activities, when added to the Current Capital Maintenance Items and the aggregate expenditures from the Required Annual Capital Maintenance Amount, shall not be less than an aggregate of fifty million dollars ($50,000,000). If Tenant is substantially impaired from completing these requirements due to a “Force Majeure Event” (as defined below), Tenant shall have an extension of time for such time as is necessary to mitigate the impairment, but in no event more than twelve (12) months.

(d) “Force Majeure Event” means labor disputes, fire, unusual delay in transportation, adverse weather conditions, utility shortages, the effects of laws and regulations, construction material shortages, acts of terrorism or war, unavoidable casualties, acts of government where the government, though purporting to act in the course of its ordinary and customary procedures, imposes unreasonable delays or requirements which are beyond its authority or otherwise substantially inconsistent with its ordinary and customary procedures, or other causes beyond the reasonable control of the Tenant which by the exercise of reasonable efforts the Tenant is unable to overcome, and which Tenant was not able with reasonable diligence to foresee or avoid. However, Force Majeure Events shall specifically exclude any financing incapabilities or burdens of the Tenant, or a mere failure of performance by any agent or contractor of the Tenant.

5.4 Payment of Reimbursable Transaction Costs. On the Effective Date, Tenant shall pay as directed by Landlord cash in the amount of the Reimbursable Transaction Costs, reduced by (a) Reimbursable Transaction Costs that have been paid after July 6, 2002 and prior to the Effective Date by Landlord and have had the effect of reducing Current Assets and (b) Reimbursable Transaction Costs that have been accrued after July 6,2002 but not yet paid by WPRA that have the effect of increasing Current Liabilities to be assumed by Tenant pursuant to Section 3.2 hereof. The amount of the Reimbursable Transaction Costs shall constitute a part of the Agreed-Upon Indebtedness, and to the extent that the amount so paid by Tenant is not replaced by loan proceeds from a third-party Agreed-Upon Indebtedness Lender, Tenant shall be treated as an Agreed-Upon Indebtedness Lender as to such amount.

5.5 Allocation of Certain Costs and Revenues.

(a) Landlord acknowledges that Tenant and its affiliates operate multiple resorts, and that as a result, Tenant and its affiliates from time to time share certain operational and overhead costs and expenses including, without limitation, reservation services, sales and marketing, shared employees, information technology support, training, recruitment, project management, purchasing and risk management, and that in the future additional types of operational and overhead costs and expenses may arise. Landlord further acknowledges that from time to time, Tenant and its affiliates derive revenue from shared participation in corporate sponsorship or similar programs.

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(b) For purposes of determining Gross Revenue, EBITDA, Cash Flow for Annual Payment, and other amounts derived from the financial performance of Tenant under this Agreement, Tenant and its affiliates will be allocated a portion of such revenues and shared costs and expenses. Tenant shall be permitted to include such allocated revenues, costs and expenses in the calculation of Gross Revenue, EBITDA, Cash Flow for Annual Payment, and other amounts derived from the financial performance of Tenant under this Agreement on the following conditions and principles: (i) that such allocations are at all times calculated in a manner that is fair and equitable to Landlord; (ii) that such or similar allocations are not made in an inconsistent manner elsewhere within Intrawest Corporation and its affiliated entities to the disadvantage of Landlord; and (iii) that the allocations of any such revenues, costs or expenses bear a fair relationship to the benefits derived by the Winter Park Resort from such revenues, costs or expenses.

(c) The Parties specifically agree that: (i) under current circumstances where Intrawest Corporation and its affiliated entities operate village-based ski resorts, allocations for costs incurred by the Enterprise Group (a group of senior management individuals within the Intrawest Corporation group of companies who work with resort operating managers to develop and execute the strategy for operating initiatives and to transfer best practices) may be based pro rata on skier visit days if that forms the basis for such allocations for internal business purposes among the other resorts owned by Intrawest Corporation or its affiliates; (ii) that allocations for costs incurred by the IT Group (a group of individuals and systems within the Intrawest Corporation group of companies that, among other things, improve communication and relationships with guests and enhance guest services and convenience through the application of information technology) may be based on a reasonable charge per hour if that forms the basis for such allocations for internal business purposes among the other resorts owned by Intrawest Corporation or its affiliates; (iii) that allocations between or among Winter Park Resort and one or more other resorts in Colorado with respect to a resource shared between them may be on an equal basis if their access to and benefit from such resource is approximately equal or may be based pro rata on a count of resort traffic (such as ski visit days in the case of a resource shared between Winter Park Resort and Copper Mountain); (iv) that trade and joint programs with third parties (such as co-marketing) shall be allocated a reasonable credit for the revenue value and shall be charged a reasonable amount for the cost; and (v) that the value of Lift tickets provided or sold at a discount to guests in a program of Tenant or its affiliates whose revenues are not included in Gross Revenue (such as Club Intrawest) shall be included in Gross Revenue at the regular or discounted (as applicable) third party price for a comparable ticket.

(d) In addition to the allocation of revenues and expenses as described in this Section, Tenant and its affiliates from time to time also share certain capital expenditures, including, without limitation uniform computer systems used by Tenant and its affiliates. To the extent that Tenant is allocated amounts pertaining to such capital expenditures, such allocations may be credited by Tenant against the Required Annual Capital Maintenance Amount for such Fiscal Year on the condition that such allocations are at all times calculated according to the conditions and principles set forth in subparagraph (b) above.

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5.6 Statement of Amounts Due. Concurrently with each payment required by Section 5.1(d), Tenant shall deliver to Landlord a written statement, signed by an officer of Tenant, showing the calculation of the amounts due pursuant to such Sections, and setting forth in reasonable detail the financial statement information supporting such calculations. Such statements shall include a description of the manner in which all allocated costs were allocated pursuant to Section 5.5 and setting forth in reasonable detail the information necessary to verify the allocations.

5.7 Guaranty by Intrawest Corporation. Pursuant to the terms and conditions of the Parent Guaranty, Intrawest Corporation has guaranteed Tenant’s obligations to make payments under this Article V, proven damages on default for accrued and accelerated rent, and Tenant’s indemnity obligations to Landlord, if any, for wrongful or negligent acts.

ARTICLE VI

PERFORMANCE OBLIGATIONS OF TENANT

6.1 General Principles.

(a) Tenant shall use its controlling interest in the Winter Park Resort to conduct the Resort Operations in accordance with high quality industry standards for a recreational mountain resort that plans to become a destination resort. Tenant intends to make a reasonable level of investment of resources in the Winter Park Resort to improve its current competitive position and reputation within the resort industry and the quality of its operating assets, subject to and without expanding the specific obligations of Tenant to invest capital set forth elsewhere in this Lease, and otherwise subject to prudent business-oriented policies of Intrawest Corporation. Tenant is committed to outreach to all qualified people and firms and anticipates using its human, intellectual and technological resources to endeavor, in a manner consistent with sound business practices, to improve Winter Park Resort by improving on-mountain services and in general improving the on-mountain experience for guests of Winter Park Resort. In addition, Tenant intends to attempt to broaden the appeal of the Winter Park Resort beyond the winter experience by creating activities and experiences for guests at more times of the year. Finally, it is Landlord’s and Tenant’s desire that Winter Park Resort be economically viable on a stand-alone basis upon the expiration of the Term.

(b) Intrawest Corporation is a leader in North America in the development and operation of village-based recreational resorts and, in particular, ski resorts. Tenant shall provide a quality experience to its guests and shall not discriminate in devoting resources and attention to Winter Park Resort relative to the other ski resorts controlled by Intrawest Corporation or its affiliates. Tenant shall devote to Winter Park Resort an appropriate share of its human, intellectual and technological resources, exercising sound business judgment and conforming to industry standards for high quality mountain resorts of a size and character comparable to Winter Park Resort, taking into consideration the needs and requirements of Winter Park Resort as its size and character develop and evolve over the Term.

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(c) Tenant shall continue to operate, maintain and promote the Winter Park Resort as a quality resort experience both for day and for overnight guests. Except as otherwise prohibited because of a Force Majeure Event, and subject to snow and weather conditions, Tenant shall conduct the Resort Operations for skiing and snowboarding daily during the periods from Thanksgiving Day through Easter Day, and for summer activities from July 4^th weekend through Labor Day weekend.

(d) Tenant or any lessee, sublessee, licensee, franchisee or other user of or through Tenant shall conduct the following activities and functions as seasonally appropriate solely on the Real Property and the National Forest System Lands: (i) Lifts, (ii) trails that are operated for a fee and that are used in connection with on-mountain sports activities such as snowsliding, mountain-biking and mountain-hiking, (iii) snowsliding schools, (iv) day-skier parking, (v) ski patrol, (vi) children’s day care, (vii) public lockers for day skiers, (viii) Mountain Base Area Cafeterias, and (ix) on-mountain maintenance facilities. Tenant or any lessee, sublessee, licensee, franchisee or other user of or through Tenant shall conduct the following activities and functions as seasonally appropriate on the Real Property and the National Forest System Lands to the extent conducted by Landlord on the Effective Date: (i) first aid, (ii) mountain sports equipment rentals, and (iii) retail sales of athletic equipment, apparel and accessories. Tenant may conduct any other commercial, residential or recreational activities on the Real Property and the National Forest System Lands consistent with this Agreement and the Forest Service Permits.

(e) Tenant shall not conduct its operations at the Winter Park Resort in a manner that would involve any illegal purposes or would constitute waste or a nuisance or would be likely to materially impair the value of the Leased Assets.

(f) Subject to the provisions of this Agreement, Tenant shall at all times hold open its facilities and provide service to all members of the public who shall conform to and abide by reasonable rules and regulations adopted by Tenant applicable to all users in compliance with all Applicable Laws prohibiting discrimination.

(g) Tenant shall use commercially reasonable efforts to ensure that the level of service, staffing and standards of hospitality at Winter Park Resort are comparable to those of other resorts of a similar size and character (as the size and character of Winter Park Resort develop and evolve over the Term), which reasonable efforts shall include continuing training and development of employees. The management, maintenance and operation of the Winter Park Resort and all services and facilities therein at all times during the Term shall be under the supervision and direction of an active, qualified, competent and experienced on-site manager subject at all times to the direction and control of Tenant.

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(h) Tenant shall take all proper and lawful steps (as reasonably deemed appropriate by Tenant) to discipline and/or terminate employees who participate in criminal acts in the Winter Park Resort, including illegal gambling, prostitution, illegal serving of alcoholic beverages, or acts of fraud and theft.

(i) Tenant agrees that it will procure, or cause to be procured, without expense to Landlord, all permits and licenses required by Applicable Laws for the conduct of any operation or facility that is operated by Tenant in the Winter Park Resort.

(j) Tenant agrees to use its good faith efforts (for example, by publicizing job opportunities in the media and on the internet) to recruit full-time and seasonal employees from within the City; provided, however, that this agreement by Tenant shall not be construed to limit in any way (other than the exercise of good faith) the right of Tenant to employ the persons of its choosing.

(k) Tenant shall continue to provide the financial and other support to the National Sports Center for the Disabled during the Term at least to the same extent as Landlord is required to provide such support to it under that certain Commercial Lease and License Agreement dated October 1, 2001, a copy of which Landlord has delivered to Tenant.

(1) Tenant agrees to continue in good faith to provide programs and special considerations that benefit the City’s and other youth to at least the same extent as was provided during the 2001-2002 season.

(m) Landlord has certified to Tenant a list, dated as of the Effective Date, of all persons who have been issued lifetime ski passes for the Winter Park Resort. Tenant agrees to honor the terms of all such passes during the Term in accordance with the privileges accorded such passes under Landlord’s lifetime ski pass program, the terms and conditions of which are described on Exhibit P attached hereto.

(n) Tenant shall maintain, replace and develop as necessary, space and facilities for Resort Operations on the Real Property and the National Forest System Lands at least equal in functional capacity to the amount of such space presently existing at the Winter Park Resort as of the Effective Date and such additional space as may be appropriate to the development of any new portal providing ski Lift access onto the mountains at the Winter Park Resort.

(o) Tenant shall establish a Winter Park Advisory Committee having no more than six (6) members, and the senior management members of Tenant shall meet with such committee at least semi-annually. The members of the committee shall include representatives of the Fraser Valley business and residential communities and governmental entities, as well as Landlord. The purpose of the committee is to provide a forum in which matters of concern for or relating to the Winter Park Resort and its impact on the Fraser Valley can be identified and discussed. The committee is an advisory board and is not a decision-making body.

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6.2 Triple Net Lease.

(a) This Agreement is intended and shall be construed to be a “triple net lease,” and, except as may be specifically provided in this Agreement, Tenant (i) assumes all responsibilities, duties, obligations, guarantees, risks, charges, taxes, assessments, costs or expenses of any nature of any kind whatsoever, and (ii) shall pay to Landlord, without notice, absolutely net throughout the Term, the Rental Payments provided for in this Agreement, free of any expense, charge or deduction whatsoever, with respect to the Leased Assets or the ownership, leasing, operation, management, maintenance, repairs, improving, use or occupancy thereof.

(b) In addition to all other obligations of Tenant specified in this Agreement, Tenant is responsible to pay all ordinary and necessary operating and maintenance expenses of the Winter Park Resort, including without limitation (i) salaries, wages and employee benefits of Tenant’s Winter Park Resort employees, (ii) repairs, maintenance and utilities, (iii) operating and administrative expenses of the operation of the Winter Park Resort, (iv) costs of marketing, advertising and business promotion, (v) sales and use taxes and ad valorem real and personal property taxes, (vi) insurance premiums, (vii) funding of the Required Annual Capital Maintenance Amount, (viii) the shared fees and charges allocated pursuant to Section 5.5, (ix) costs of deductibles or retentions, settlements, awards, attorneys’ fees and related costs attributable to items or expenses specified hereunder, (x) fees and charges under the Forest Service Permits, (xi) ground rent, (xii) the cost of supplies and materials used in the operation of the Winter Park Resort, and (xiii) principal and interest and any penalties, late charges or other payments or expenses, including transactional costs, under the Agreed-Upon Indebtedness (subject to the specific provisions relating thereto in this Agreement), the Permitted Equipment Financing and any other leasehold mortgage and any other borrowings of Tenant.

(c) Under no circumstances or conditions, whether now existing or hereafter arising, or whether within or beyond the present contemplation of the parties except to the extent expressly provided herein to the contrary, (i) shall Landlord be expected or required to make any payment of any kind whatsoever by reason of its estate or interest in the Leased Assets or by reason of any rights or interest of Landlord under this Agreement, nor (ii) shall there be any abatement, diminution, or reduction of, setoffs against or deductions from the Rental Payments, except as may be specifically provided in this Agreement or the Option Agreement.

(d) The obligations of Tenant to make the payments required hereunder and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional and shall not be subject to any defense (other than payment) or any right of set off (except as may be specifically provided in this Agreement), counterclaim, abatement or otherwise, and Tenant (i) will not suspend or discontinue, or permit the suspension or discontinuance of, any payments required to be paid hereunder, (ii) will perform and observe all of its other agreements contained in this Agreement, and (iii) will not suspend the performance of its obligations hereunder for any cause, including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, failure of or a defect of title to the Leased Assets or any part thereof, destruction, damage or condemnation to or of all or any part of the Leased Assets, commercial frustration of purpose, or any change in the tax or other laws or administrative rulings of or administrative actions by the United States of America or the State of Colorado or any political subdivision of either.

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(e) Nothing contained in this Section 6.2 shall be construed to release Landlord from the performance of any of the agreements on its part herein contained; and in the event Landlord shall fail to perform any such agreement on its part, Tenant may institute such action against Landlord as Tenant may deem necessary to compel performance, provided that no such action shall (i) violate the covenants on the part of Tenant contained in this Agreement, or (ii) diminish the Rental Payments required to be paid by Tenant hereunder. Tenant may, however, at its own cost and expense and in its own name or in the name of Landlord (provided Landlord is a necessary party under law) prosecute or defend any action or proceeding or take any other action involving third persons which Tenant deems reasonably necessary in order to secure or protect its rights hereunder with respect to the Leased Assets, and in such event Landlord hereby agrees to reasonably cooperate with Tenant in all material respects and to take all action reasonably necessary to effect the substitution of Tenant for Landlord in any such action or proceeding if Tenant shall so request; provided that Landlord shall not be required to take any action which, in the reasonable judgment of Landlord would be prejudicial to the rights or interests of Landlord in connection with such action or proceeding or the facts giving rise thereto.

(f) Notwithstanding anything in this Agreement to the contrary, Tenant shall not include in its calculation of Cash Flow for Annual Payment or capital expenditures, as appropriate, the cost of developing any main line or right-of-way infrastructure such as roads and utilities, provided, however, that the cost of extensions of such infrastructure from the main lines or rights-of-way solely to the Leased Assets for the purpose of providing service or access to Resort Operations may be so included.

6.3 Shared Resources. As part of Tenant’s exercise of its controlling interest in Winter Park Resort, Tenant shall make available to the Winter Park Resort, and shall not discriminate against the Winter Park Resort with respect to, access to its various shared resources and Intrawest Corporation’s combined expertise in the planning, design, construction, operation and marketing of pedestrian villages and facilities on mountain. This expertise is embodied, without limitation, in a Resort Enterprise Team, programs such as Leadership, Sales and Development Schools, a resort reservations network, an information technology group, a company-wide customer relationship management database and technical support, and a lodging and sales group, all as may exist and/or be available from time to time. The collective advantage of being a member of the Intrawest Corporation group of resorts, which shall similarly be provided to Winter Park Resort on a non-discriminatory basis, also includes opportunities such as global purchasing and corporate sponsorships as may be available from time to time.

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6.4 Compliance with Applicable Law. At all times during the Term, Tenant shall comply with and cause the Leased Assets to comply with all laws applicable to the Leased Assets or the operation, use or possession thereof.

6.5 Tenant Obligation to Pay Certain Taxes. During the Term, Tenant shall file all required Tax returns (to the extent that it is legally permissible) and pay promptly all Taxes directly to the applicable Governmental Authority. Tenant may, in good faith and with due diligence, contest any Taxes levied on all or any portion of the Leased Assets, upon furnishing security reasonably acceptable to Landlord in an amount equal to 150% of such Taxes, and in such event may permit any lien securing such contested Taxes to remain undischarged and unsatisfied during the period of such contest and appeal therefrom if (a) Tenant shall effectively prevent or stay the execution, foreclosure or enforcement of such lien; or (b) such contest or appeal shall prevent or stay the execution or enforcement or foreclosure of such lien. If such lien is so stayed and such stay thereafter expires or if by nonpayment of any such items the Leased Assets or any portion thereof will be subject to loss or forfeiture, then Tenant shall forthwith pay and cause to be satisfied and discharged such lien. Landlord shall cooperate in all material respects with Tenant in any such contest at Tenant’s sole cost and expense. Tenant shall give timely notice to Landlord of all such liens of which it becomes aware; Tenant shall, with respect to all Taxes that are required to be paid by Tenant, (i) reimburse Landlord upon receipt of written request for reimbursement for any Taxes charged to or assessed against Landlord, (ii) on request of Landlord, submit to Landlord written evidence of Tenant’s payment of Taxes, and (iii) send a copy of all reports or returns relating to Taxes to Landlord.

6.6 Compliance with Environmental Laws.

(a) Tenant, in conducting any activity on the Real Property, shall comply with all applicable local, state or federal Environmental, Health and Safety Requirements, including, but not limited to, such Requirements regarding the storage, use and disposal of Hazardous Materials and regarding releases or threatened releases of Hazardous Materials to the environment. For purposes of this Lease the term “Hazardous Materials” shall mean asbestos and asbestos-containing materials, special wastes, polychlorinated biphenyls (PCBs), used oil or any petroleum products, natural gas, radioactive source material, pesticides, and any solid waste or hazardous waste as defined at 42 U.S.C. §§ 6903(27) and 6903(5) of the Solid Waste Disposal Act, any hazardous substance as defined at 42 U.S.C. § 9601(14) of the Comprehensive Environmental Response, Compensation and Liability Act, any criteria pollutant or hazardous air pollutant regulated under the Clean Air Act, 42 U.S.C. § 7401 et seq., and any rules or regulations promulgated pursuant to such statutes or any other applicable federal or state statute.

(b) Tenant shall acquire all necessary federal, state and local environmental permits and comply with all applicable federal, state and local environmental permit requirements relating to Tenant’s use of the Real Property.

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(c) Tenant agrees to ensure that (1) the Additional Leased Assets are designed, operated and maintained in a manner that mitigates environmental impact through commercially reasonable preventive measures, and (2) all Leased Assets at all times comply with all applicable federal, state and local environmental requirements. Tenant agrees to comply with all Applicable Laws regarding discharge or disposal of any Hazardous Materials to floors, floor drains, storm or sanitary sewer systems, surface or ground water, or the land surface at the Real Property.

(d) In the case of a release, spill or leak of Hazardous Materials, Tenant shall immediately contact all applicable federal, state and local agencies that are required to be contacted under such circumstances and to take any and all actions as may be required by such agencies to control and/or remediate the release, spill or leak. Tenant shall reimburse the Landlord for any penalties and all cost and expense, including, without limitation, reasonable attorney’s fees incurred by the Landlord as a result of the release or disposal by Tenant of any Hazardous Materials on the Real Property. Tenant shall also immediately notify Landlord in writing of the existence of a release, spill or leak, and the control and remediation response actions taken, and any responses, notifications or actions taken by any federal, state or local agency with regard to such release, spill or leak.

(e) Tenant shall make available for inspection and copy upon reasonable notice and at reasonable times, any or all of the documents and materials that Tenant has prepared pursuant to any requirement under this Section or submitted to any governmental or regulatory agency under this Section. If there is a requirement to file any notice or report of a release or threatened release of Hazardous Materials on, under or about the Real Property, Tenant shall provide a copy of such report or notice to Landlord.

If Tenant fails to comply with any applicable Environmental, Health and Safety Requirement, upon reasonable notice to Tenant and opportunity for Tenant to cure such failure (or commence and be diligently pursuing such cure) within ten (10) days of such notice, Landlord may elect, in addition to its rights and remedies described elsewhere in this Agreement, to enter the Real Property and take such measures as may be necessary to ensure compliance with such Requirements, all at Tenant’s expense. In the event of Tenant’s failure to take immediate measures to control a release, spill or leak of Hazardous Materials at the Real Property, the notice and opportunity to cure provision in this section is hereby waived to allow Landlord to take immediate action if Landlord so elects.

6.7 Inspection and Landlord’s Access. Landlord, through its duly authorized agents, shall have at any reasonable time the full and unrestricted right to enter the Real Property for the purpose of periodic inspection for compliance with the terms of this Agreement; provided, however, that except in the case of emergency (in which event no notice shall be necessary), such right shall be exercised upon reasonable prior notice to Tenant and with an opportunity for Tenant to have an employee or agent present.

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6.8 Non-Competition and Gaming.

(a) Tenant, for itself and its affiliates, agrees that it shall not conduct or maintain and, to the extent it is legally able to do so, it will not allow third parties to conduct or maintain the following activities and facilities on the Purchased Developable Land: (i) Lifts, (ii) trails that are operated for a fee and that are used in connection with on-mountain sports activities such as snowsliding, mountain biking and mountain hiking, (iii) snowsliding schools, (iv) day-skier parking, (v) ski patrol, (vi) children’s day care, (vii) public lockers for day skiers, (viii) Mountain Base Area Cafeterias, and (ix) on-mountain maintenance facilities.

(b) Tenant, for itself and its affiliates, agrees that, to the extent it is legally able to do so, it will not allow third parties to rent snowsliding equipment on the Purchased Developable Land. Tenant and its affiliates shall have the right to rent snowsliding equipment on the Purchased Developable Land, provided however, to the extent that such activity is Competitive Rentals, the revenue therefrom shall be included in Gross Revenue.

(c) If and when gaining is a legally permitted activity at the Winter Park Resort, the Parties acknowledge that such activity can significantly affect the Winter Park Resort in ways that cannot currently be predicted. Therefore, Tenant and Landlord and their affiliates shall not conduct such activity on the Real Property or on the Purchased Developable Land until Tenant and Landlord shall have first determined with one another in good faith the potential impact of gaining activity on the long-term economic viability of the Winter Park Resort and made such modificiations to this Lease and the Option Agreement as they mutually deem appropriate at that time to protect their respective interests and investments (including, without limitation, the interest of Landlord in preserving the Winter Park Resort as an economically viable stand alone business upon the expiration of the Term).

6.9 Development of Leased Assets.

(a) All construction work shall be performed in a good and workmanlike manner and in accordance with all Applicable Laws.

(b) Subject to Tenant’s right to contest as set forth in Section 6.9(c), Tenant shall not permit any mechanic’s lien for labor or materials furnished or alleged to have been furnished to it to attach to any portion of the Leased Assets; and Tenant herein agrees that if any mechanic’s lien is filed upon any portion of the Leased Assets (except to the extent such mechanic’s lien is caused by Landlord), Tenant shall protect and save harmless Landlord against any loss, liability or expense whatsoever by reason thereof and shall proceed with or defend, at its own expense, such action or proceedings as may be necessary to remove such lien from the records. Upon receipt of notice thereof by Landlord, Landlord shall promptly give Tenant written notice of the existence of any such mechanic’s lien in the Leased Assets, but the failure of Landlord to give such notice shall not affect the responsibilities of Tenant as set forth in this Section.

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(c) Tenant may, in good faith and with due diligence, contest any mechanic’s lien or other lien filed or established against all or arty portion of the Leased Assets, upon either removing the lien of record or by posting a bond in accordance with applicable Colorado law, or upon furnishing security reasonably acceptable to Landlord in an amount equal to 150% of such claim or lien, and in such event may permit such lien or charge to remain undischarged and unsatisfied during the period of such contest and appeal therefrom if (i) Tenant shall effectively prevent or stay the execution, foreclosure or enforcement of such lien or charge; or (ii) such contest or appeal shall prevent or stay the execution or enforcement or foreclosure of such lien or charge. If such lien or charge is so stayed and such stay thereafter expires or if by nonpayment of any such items the Leased Assets or any portion thereof will be subject to loss or forfeiture, then Tenant shall forthwith pay and cause to be satisfied and discharged such lien or charge or secure such payment by posting additional bond in form reasonably satisfactory to Landlord, Landlord shall cooperate in all material respects with Tenant in any such contest at Tenant’s sole cost and expense. Tenant shall give timely notice to Landlord of all such claims and liens of which it becomes aware.

(d) Tenant shall timely establish and record appropriate legal instruments that run with the title to the Real Property to evidence all necessary or appropriate legal rights, including without limitation access easements and reciprocal easement agreements, in connection with any development of the Real Property so that, when the Term expires (whether by maturity or by acceleration as provided in this Agreement), Landlord shall be able to efficiently and effectively operate the Winter Park Resort, including any Purchased Developable Land repurchased by or on behalf of Landlord or the City, as a stand-alone operation from the Purchased Developable Land.

6.10 Names.

(a) Tenant will retain the words “Winter Park” and “Mary Jane” prominently in the name of the Winter Park Resort in all promotional literature and primary signage.

(b) Tenant will retain the names of those ski runs identified on Exhibit Q attached hereto that commemorate individuals who have been important in the history of the Winter Park Resort.

(c) Tenant will consider the Winter Park Resorts heritage and history in naming or renaming most ski runs.

ARTICLE VII

REPORTS AND AUDITS

7.1 Quarterly Reports. Tenant agrees to furnish to Landlord in a form reasonably acceptable to Landlord not later than the thirtieth (30th) day immediately succeeding each Fiscal Year quarter during the Term other than the last quarter of each Fiscal Year, and the month immediately succeeding the expiration or termination of this Agreement, a true and correct statement of Gross Revenue and component items (in summary form) of Cash Flow for Annual Payment (EBITDA, Required Annual Capital Maintenance Amounts, and Required Interest Payments) for the preceding quarter, certified by the chief financial officer of Tenant.

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7.2 Annual Reports. Not later than ninety (90) days after the end of each Fiscal Year, Tenant shall deliver to Landlord and to the City annual report statements (in form and substance reasonably satisfactory to Landlord) that include:

(a) Statements of the Gross Revenue and Cash Flow for Annual Payment for the immediately preceding Fiscal Year (or portion thereof) included in the Term, which statements shall specify all Gross Revenue and component items of Cash Flow for Annual Payment (EBITDA, Required Annual Capital Maintenance Amounts, and Required Interest Payments), and shall be certified by the Accountants and acknowledged by an officer of Tenant as being accurate and complete.

(b) A statement from the chief financial officer of Tenant certifying that all fees and charges and all allocated costs comply with the categories, descriptions and limitations specified in this Agreement.

(c) Audited financial statements of the Tenant prepared by the Accountants on a non-consolidated basis, consistent with the form and information required to be disclosed by GAAP.

7.3 Maintenance of Records. Tenant shall, at all times during the Term, and consistent with good business practices:

(a) Prepare and maintain for the Winter Park Resort, in accordance with GAAP, adequate records that shall show all Gross Revenue received by Tenant, which records shall include, but need not be limited to, (i) copies of all gross income, sales, retail or excise tax returns filed with any governmental authority; (ii) bank deposit records; (iii) such other records, if any, which would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of gross receipts; and (iv) the records, if any, of subleases, assignees, concessionaires, or licensees, furnished to Tenant in connection with such operations.

(b) Prepare and maintain for the Winter Park Resort in accordance with GAAP adequate records, that shall show all component items necessary and appropriate in determining Cash Flow for Annual Payment, which records shall include but need not be limited to such records that would be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of such items.

(c) Prepare and maintain, in accordance with reasonable practices consistent with the manner in which Tenant maintains such records at its other resorts, all skier and other paying guest visit records for the Winter Park Resort.

(d) Keep safe at the Winter Park Resort, or with the Landlord’s approval not to be unreasonably withheld, at another location in the greater metropolitan Denver area or elsewhere in Colorado within a fifty (50) mile radius of Copper Mountain or the Winter Park Resort, for a period ending not less than three (3) years after the close of each Fiscal Year, all of such records for each Fiscal Year.

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(e) Maintain, in a manner consistent with good business practices, a written inventory of the Leased Assets (other than units of personal property that individually have only a nominal value, such as office supplies, silverware and spare mechanical parts).

7.4 Inspections and Audits of Records. Until the expiration of three (3) years after the final Rental Payment, Tenant shall permit Landlord and duly authorized representatives of the City (and for the purposes of this Section, Landlord and Tenant specifically acknowledge that the City is an intended third party beneficiary and shall have the right to enforce the provisions of this Section which Landlord and Tenant may not modify without the prior written consent of the City), including without limitation the Mayor, Manager of Parks and Recreation and the City Auditor:

(a) At all reasonable times to examine the books, documents, accounts, papers and records of Tenant pertinent to transactions related to this Agreement.

(b) At any time after five (5) business days prior notice to Tenant of its intention to do so, cause to be made a complete audit of the records of Tenant for any or all of the most recent three (3) Fiscal Years during the Term. No such audit with respect to a Fiscal Year may be requested earlier than ninety (90) days after the end of such Fiscal Year. Any audit as described in this Section shall be at Landlord’s or the City’s expense except that if such audit discloses that, to the detriment of Landlord, actual Gross Revenue or actual Cash Flow for Annual Payment for any Fiscal Year exceeded by more than five percent (5%) the amount reported to Landlord, the cost of such audit shall be paid by Tenant if for such Fiscal Year the amount of Rental Payments actually made by Tenant was less than the amount payable. The acceptance of Rental Payments by Landlord computed on the basis of statements furnished by Tenant shall be without prejudice to Landlord’s and the City’s rights to inspect and/or audit the records pertaining to Gross Revenue and component items of Cash Flow for Annual Payment as authorized under this Section and upon the discovery following any such examination or audit of any discrepancy in the reporting of Gross Revenue and component items of Cash Flow for Annual Payment whereby rent has previously been underpaid, such deficiency together with interest thereon at the Interest Rate shall be immediately due and payable. If the inspection and/or audit under this Section reveals that rent has previously been overpaid, such overpayment shall be credited against the obligation of Tenant to make Rental Payments for the subsequent Fiscal Year or promptly repaid to Tenant, as determined by Landlord in its sole discretion; provided that after the Term any such excess shall be promptly repaid to Tenant.

(c) Tenant agrees that the City, and its authorized representatives, may inspect any sales tax return or report and accompanying schedules and data which Tenant may file with any municipal or state agency, and, solely for purposes of permitting the City to inspect such materials, Tenant waives any rights of confidentiality which it may have in connection therewith, except as specifically provided in Section 7.5 below.

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7.5 Confidentiality. If any documents submitted by any Person to Landlord or the City under this Agreement are deemed by such Person to be confidential business data, trade secrets, or otherwise not subject to public disclosure, such Person shall be required to clearly mark the documents as “Confidential” prior to delivering or making them available to Landlord or the City. If the City, or Landlord if applicable, receives a request for the production or disclosure of documents so marked, it will decline disclosure and notify such Person of such request; provided, however, that if any action is commenced against City or Landlord under the Colorado Open Public Records Act or otherwise seeking to compel production or disclosure of the documents, the Person asserting the confidentiality of such documents shall immediately intervene in such action, and whether or not such intervention is permitted, shall defend, indemnify and hold City and Landlord harmless from any costs, damages, penalties or other consequences of City’s or Landlord’s refusal to disclose or produce such documents.

ARTICLE VIII

DELIVERY; CONDITION; QUITE ENJOYMENT AND INDEMNIFICATION

8.1 Delivery and Acceptance of the Leased Assets. Landlord and Tenant acknowledge that Landlord shall tender possession of the Leased Assets to Tenant on the Effective Date. Except for the representations and warranties made by Landlord pursuant to Article XIII, Tenant accepts the Leased Assets “AS IS”, and hereby acknowledges that Landlord is not obligated to do any improvements or modifications to the Leased Assets.

8.2 Indemnification.

(a) Tenant shall defend, indemnify, hold harmless and reimburse Landlord and the City (and for the purposes of this Section, Landlord and Tenant specifically acknowledge that the City is an intended third party beneficiary and shall have the right to enforce the provisions of this Section which Landlord and Tenant may not modify without the prior written consent of the City), and their elected and appointed officials, officers, agents and employees from, for and against any and all loss, liability, damages, penalties, expenses and costs of whatever nature, causes of action, suits, claims, penalties, expenses, costs, demands, judgments, costs of defense, awards and settlements including, without limitation, payments of claims or liability resulting from any injury or death of any person or damage to or other destruction of any property, in any way arising out of use of the Leased Assets and resulting directly or indirectly from: (i) the willful misconduct or the negligent or tortious act or omission of Tenant or any sublessee, licensee, concessionaire, guest, invitee, contractor or subcontractor of Tenant or any of them, or their respective employees; (ii) the negligent or willful misconduct of Tenant or any sublessee in their use or occupancy of the Winter Park Resort or the use, design, construction or operation of the Leased Assets; or (iii) the violation by Tenant of any agreement, covenant or condition of this Agreement (collectively, “Liabilities”); provided, however, that Tenant need not indemnify or save harmless Landlord or City, or their elected and appointed officials, officers, trustees, agents and employees, from, for and against any Liabilities resulting from the sole fraud, willful misconduct, negligence or breach of fiduciary duty of their elected and appointed officials, officers, trustees, agents and employees. The provisions of this Section are limited to indemnification for third party claims, and shall survive the termination of this Agreement.

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(b) Tenant agrees to defend, indemnify and hold harmless Landlord and the City, and their elected and appointed officials, officers, agents and employees, from and against any and all claims or liability for compensation under any workers’ compensation statute arising out of injuries sustained by any employee of Tenant, or any sublessee, licensee, concessionaire, contractor or subcontractor of Tenant or any of them, except to the extent caused by the willful misconduct or grossly negligent act or omission of Landlord or the City, or their elected and appointed officials, officers, agents, employees, licensees (other than Tenant), contractors or subcontractors. However, nothing in this Section is intended or shall be construed to obligate Tenant to defend, indemnify or hold harmless Landlord or the City from or against any claim or liability under any workers’ compensation statute arising out of any injury sustained by any employee of Landlord or the City in the course of his or her employment with Landlord or the City. Tenant covenants that it shall cause its sublessees, licensees, concessionaires, contractors and subcontractors to maintain in effect at all times workers’ compensation insurance as required by law.

(c) Tenant shall control the defense of any claim, action, proceeding or suit for which Tenant indemnifies Landlord or the City pursuant to this Section. Landlord and City shall be invited to attend and participate in all meetings (including those related to settlement) and to appear and participate in all judicial proceedings and the right to approve the terms of any settlement related to such claim, action, proceeding or suit. If such legal action will not create future liability for Landlord or the City in any respect, then Tenant shall not be required to involve Landlord or the City in any such meetings or proceedings and may settle any such matters without the requirement of obtaining the approval of Landlord or the City.

(d) Without limiting the generality of any other provision hereof, Tenant shall reimburse Landlord and City for reasonable attorneys’ fees, expert witness fees and investigation expenses, including utilizing City’s Law Department, incurred by them in the active defense and handling of any suits and claims against which Tenant is required to provide indemnification under this Article VIII and in enforcing the provisions of this Agreement; provided that City or Landlord and not Tenant shall absorb at its own expense those attorneys’ fees incurred for routine monitoring and other relatively passive activity.

8.3 Quiet Enjoyment. Subject to the terms and conditions of this Agreement and the Forest Service Permits, Landlord warrants that so long as this Agreement is in full force and effect, Tenant’s peaceable and quiet enjoyment of the Leased Assets shall not be disturbed by Landlord or any Person claiming through or under Landlord.

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ARTICLE IX

INSURANCE

9.1 Coverage. Without limiting any of the other obligations or liabilities of Tenant under this Agreement, Tenant shall maintain the following:

(a) Insurance for casualties affecting the Improvements and Tangible Personal Property on an All Risk Special Cause of Loss Form including Difference in Conditions/Flood and Earthquake Coverage. Coverage shall include Change in Building Ordinance resulting in increased costs after a covered cause of loss. Coverage shall also include demolition, increased cost of construction and loss to undamaged portions of the building caused by enforcement of any building, zoning or land use law after a covered cause of loss. The limits of insurance must be equal to the full replacement cost of the Improvements and Tangible Personal Property. In addition, insurance for casualties shall also include Boiler and Machinery Insurance insuring against loss or damage to boilers, pressure vessels and other machinery. Boiler and Machinery Coverage may be provided as a part of the property insurance form or separately. Tenant shall be named insured, with Landlord and City named as additional insureds, as their interests may appear on all applicable property insurance policies. Coverage shall also include Loss of Business Income Insurance covering loss of income, extra expense and loss of rents. Such coverage shall include loss caused by action of a civil authority that prohibits access to the Leased Assets. Coverage shall also be provided for contingent business interruption, off-premises services time element losses, and shall also cover leased property alterations and new structures. Business Income Time Element coverage shall also include an extended period of indemnity of 180 days or a peak season coverage form. Business Income Insurance coverages shall provide sufficient proceeds for continuing expenses to make full payments to Landlord of its rent based on the greater of $2,000,000 per Fiscal Year or the annual average amount of Rental Payments payable to Landlord for the previous three (3) Fiscal Years. All such insurance shall include a waiver of rights of subrogation against Tenant, Landlord and the City. Any coinsurance penalties shall be eliminated or coinsurance shall be waived via the use of an agreed value endorsement. Property coverage may be provided on a blanket basis or through separate policies and programs.

(b) Commercial General Liability Insurance on an occurrence basis, insuring against any and all claims for bodily injury, death, personal injury and property damage for all of Landlord’s and Tenant’s operations associated with Leased Assets. Policy limits of not less that $25,000,000 per occurrence shall be provided. Required limits may be provided via a combination of primary, excess and umbrella policy layers. Such liability insurance shall provide coverage for premises operations, products and completed operations, explosion and underground hazards, as well as contractual liability insurance specifically covering, but not limited to, the contractual obligations assumed by Tenant pursuant to this Agreement, liquor legal liability, independent contractors, employees as additional insureds, and cross-liability coverage. Landlord and the City shall be listed as additional insureds.

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(c) Business Automobile Liability Insurance, Symbol 1, insuring against liability arising from the operation, maintenance and use of all owned, non-owned, hired, leased and rented trucks, automobiles and other vehicles for bodily injury, death or property damage, with a combined single limit for each occurrence of not less than $10,000,000. The Landlord and the City must be listed as additional insureds. A waiver of rights of subrogation against Tenant, Landlord and the City shall be required. Coverage limits may be provided via a combination of primary, excess and umbrella policies.

(d) Colorado Worker’s Compensation Insurance with statutory limits including an All States Endorsement and Employer’s Liability Insurance with liability limits of no less that $1,000,000 covering persons employed by Tenant in connection with the occupancy, use or operation of the Leased Assets. Such insurance must contain a waiver of subrogation against Landlord, and the City.

(e) Comprehensive Crime Insurance including Computer Fraud and Fidelity Bonds or employee dishonesty coverage with reasonable limits acceptable to Landlord covering Tenant’s employees in job classifications normally bonded or in a money handling capacity.

(f) Director’s and Officers Liability Insurance covering the activities and operational decisions made by officials, executives and managers of Tenant with limits of no less that $2,000,000 per claim. Coverage may be written on a claims made basis, and coverage shall be concurrent throughout the Term of this Agreement. All preparatory work undertaken by officials and managers of Tenant shall be covered as part of prior acts coverage, and an extended reporting and discovery period of no less than two years shall survive this Agreement.

(g) Environmental Impairment/Pollution Liability Insurance coverage shall be provided with a per-incident limit of no less than $10,000,000. Coverages shall include claims for bodily injury and property damage, claims for contract damages, diminution of property values, environmental cleanup costs and civil fines/penalties. Coverage shall also be provided for non-owned disposal sites. Landlord and the City shall be listed as additional insureds. Such insurance shall include a waiver of subrogation against Tenant, Landlord and the City.

(h) Such other insurance in amounts as Landlord in its reasonable judgment deems advisable for protection against claims, liabilities, damages, risks or perils and as at the time are customarily insured against with respect to improvements similar in character, size, general location, use and occupancy to the Improvements.

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9.2 General Insurance Provisions.

(a) All insurance described in this Section shall be in a form and written by a company or companies with a Best Rating of A-VIII (A-VII or better for participating companies) or better and which lawfully can write insurance in the State of Colorado.

(b) Any deductibles or self-insured retention, including off-shore retention/insurance programs, greater than $10,000 associated with the above coverage requirements and policies shall be funded at the sole risk of Tenant. Further, deductible and or self-insured retention/off-shore insurance programs in excess of $10,000 shall be subject to review and approval by the City’s Director of Risk Management on an annual basis and/or when significant changes are made to such programs. Pertinent supporting certified financial reports shall be submitted for such approval along with an explanatory cover letter.

(c) During construction, contractors shall be included as additional insureds under the policies provided by the Tenant. Certificates of insurance shall be provided to the Landlord and the City as such construction projects arise.

(d) Tenant shall deliver certificates of insurance, within twenty (20) days after the Effective Date, to Landlord (with copies to the City’s Director of Risk Management or such other person who has that responsibility). The certificates must be reasonably satisfactory to the Landlord and the City’s Director of Risk Management. If such certificates are unavailable within such 20-day period, Tenant shall provide within such time a letter from a recognized insurance broker certifying the coverages and limits in effect applicable to this Agreement, and Tenant shall continue to diligently pursue the delivery of the certificates.

(e) Upon the Landlord’s or the City’s request, Tenant shall make available for review at the offices of the City’s Director of Risk Management certified copies of the insurance policies.

(f) Each such policy and certificate must contain a special endorsement providing that such policy will not be canceled or materially changed or altered without first giving forty-five (45) days prior notice to the City’s Director of Risk Management.

(g) Not less than sixty (60) days prior to the expiration or anniversary of such policies, Tenant shall deliver to Landlord confirmation that such policies are being renewed or replaced, in accordance with all of the provisions of this Section. An endorsement shall be included to each policy prohibiting cancellation of such policy without at least forty-five (45) days’ prior written notice to Landlord and the City. Tenant shall deliver to the City’s Director of Risk Management any renewal certificates for such insurance at least seven (7) days prior to the expiration of any such policies.

9.3 Settlement and Payment of Claims. Except as otherwise specified in this Section, the loss, if any, under any property policies provided for in this Article IX shall be adjusted with the insurance companies by Tenant, subject to the approval of the Landlord, Landlord’s approval shall not be unreasonably withheld or delayed so long as there is no Event of Default hereunder. Proceeds of insurance resulting from any property loss shall be paid to Tenant and disbursed for the purpose or paying for the cost of restoring the Improvements pursuant to Tenant’s obligations under this Agreement. Proceeds from any liability insurance shall be used to discharge the liability to which such proceeds pertain.

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9.4 Failure to Insure. Failure by Tenant to take out or maintain any insurance required hereunder shall not relieve Tenant from any liability under this Agreement, nor shall the insurance requirements hereof be construed to conflict with or otherwise limit any contractual obligations, including those of indemnification, of Tenant herein. If at any time Tenant fails or neglects to insure the Leased Assets as aforesaid, or to deliver such policies or certificates as aforesaid, the Landlord may, but shall not be obligated to, effect such insurance by obtaining policies issued by companies satisfactory to Landlord. The amount of the premium or premiums paid for such insurance by Landlord shall be payable by Tenant to Landlord immediately, with interest thereon at the Interest Rate from the date of payment of such premium or premiums by Landlord to the date of such reimbursement by Tenant.

9.5 Adjustment of Insurance Coverage. Notwithstanding the above, Tenant agrees that the City’s Director of Risk Management may at its election reevaluate the reasonableness of the amounts of insurance coverage required herein every three (3) years, and if such amounts have become inadequate, in such Director’s commercially reasonable judgment consistent with industry standards, to provide the coverage intended by this Agreement, the Director may require such additional insurance or policy amounts as necessary to provide such intended coverage. Any terms used in this Article IX that are terms of art within the insurance industry shall, as such terms change from time to time, be deemed to be replaced with any such changed term that is closest in meaning to the original term.

9.6 Prohibition on Acts Affecting Insurance Coverage. Tenant shall not do or permit to be done anything, either by act or failure to act, which shall cause the cancellation of any policy of property insurance for the Leased Assets or any part thereof. Further, if Tenant shall do or permit to be done anything, either by act or failure to act, that shall cause an increase in the premiums for property insurance for such property, then Tenant shall either pay the amount of such increase or purchase additional insurance with terms reasonably satisfactory to the City’s Director of Risk Management, and such increase costs shall be taken into account (by reducing EBITDA) in the amount of Cash Flow for Annual Payment.

9.7 Insurance Under Separate Contracts. All contracts and agreements between Tenant and any third parties relating to the design and construction of the Improvements which contain insurance and indemnification provisions in favor of Tenant shall also extend the protection afforded by such insurance and indemnification provisions in favor of Landlord and the City.

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ARTICLE X

INDEBTEDNESS

10.1 Agreed-Upon Indebtedness. To the extent arranged by Tenant at its expense and from time to time during the Term, Tenant may cause Landlord to incur or refinance Agreed-Upon Indebtedness on the condition that at no time during the Term shall the aggregate outstanding principal amount of Agreed-Upon Indebtedness exceed thirty-three million dollars ($33,000,000) over the Term, less principal payments required to be made by Landlord pursuant to Section 10.4 or otherwise voluntarily made by Landlord. Such maximum aggregate amount shall not be reduced to the extent Tenant or Landlord makes repayments of principal for the purpose of refinancing any then-existing Agreed-Upon Indebtedness or Tenant makes any other payments of principal that are required to be made pursuant to the terms of the Agreed-Upon Indebtedness Documents from time to time. Except for payments of principal that Landlord is required to make pursuant to Section 10.4 of this Agreement, Tenant is required to make all payments of principal and interest for the Agreed-Upon Indebtedness during the Term. Agreed-Upon Indebtedness may not be borrowed again in the manner of a revolving debt to the extent of principal payments made by or on behalf of the Landlord. The terms of the Agreed-Upon Indebtedness shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, and Landlord shall execute, have acknowledged, and deliver such Agreed-Upon Indebtedness Documents as may be required by the Agreed-Upon Indebtedness Lender to evidence and otherwise document the Agreed-Upon Indebtedness from time to time and to provide the security for any Agreed-Upon Indebtedness specified in Section 10.3 of this Agreement, provided that the terms of such Agreed-Upon Indebtedness Documents are commercially reasonable and do not impose upon Landlord any obligations or requirements that are outside the scope of Landlord’s obligations and requirements under applicable laws or as set forth in this Lease, the Option Agreement or the First Loan Documents. Landlord agrees that it will not withhold, delay or condition its approval of Agreed-Upon Indebtedness Documents that have terms and conditions comparable in substance to the First Loan Documents that Landlord executes in connection with the Closing. Nothing in this Section shall restrict the right of Tenant to incur other indebtedness, which does not constitute Agreed-Upon Indebtedness, in accordance with Section 10.6 below.

10.2 Use of Agreed-Upon Indebtedness. Unless otherwise agreed between Landlord and Tenant, Landlord shall pay, or shall authorize each Agreed-Upon Indebtedness Lender to pay, promptly and directly to Tenant the net proceeds of Agreed-Upon Indebtedness that represent the increase over the amount of outstanding indebtedness of Landlord existing immediately prior to the Effective Date, which net proceeds Tenant shall use only to fund the amount of (a) the Current Capital Maintenance Items, (b) the Reimbursable Transaction Costs, (c) those certain long-term liabilities described on Exhibit R attached as a part hereof, and (d) the Transition Costs.

10.3 Security for Agreed-Upon Indebtedness. Landlord shall, at the request of Tenant, execute, have acknowledged and deliver such collateral instruments as the Agreed-Upon Indebtedness Lender may require to secure the repayment of the Agreed-Upon Indebtedness with a lien encumbering the Real Property that is “Development Parcels” (as defined in the Option Agreement) but not Real Property that is “Resort Operations Space”, “Resort Parcels”, “Lift Parcels” or “Resort Operations Core Area” (as those terms are defined in the Option Agreement); provided, however, Landlord shall have no obligation to execute any such collateral instrument if the terms of such collateral instrument, or the recording of such collateral instrument, would violate or result in a default under any Agreed-Upon Indebtedness that is secured by a senior lien on the Development Parcels. Landlord shall have no obligation to offer as collateral for Agreed-Upon Indebtedness any Resort Operations Space, Resort Parcels, Lift Parcels or “Resort Operations Core Area” (as defined in the Option Agreement) or any of its assets other than the Development Parcels. Upon request of the Agreed-Upon Indebtedness Lender, Tenant shall encumber its leasehold estate, rights, title and interest under this Agreement as security for the Agreed-Upon Indebtedness. The security or lien of any Affiliate Lender shall not be in the form of an instrument containing, and no Affiliate Lender shall have a right to, a power of sale. Notwithstanding the provisions of Section 16.1 of this Lease, Tenant at all times shall have the right, without Landlord’s consent, to encumber its leasehold estate, rights, title and interest under this Agreement as security for the Agreed-Upon Indebtedness or, subject to Article XVI of this Lease, any indebtedness separate from the Agreed-Upon Indebtedness.

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10.4 Repayment of Agreed-Upon Indebtedness. The Option Agreement sets forth the conditions upon which Intrawest Development Corp. or its affiliate or a successor permitted by the terms of the Option Agreement may, from time to time, exercise its option to purchase parcels of the Real Property and the price at which parcels of land may be purchased thereunder. Landlord shall apply no less than ninety percent (90%) of the net proceeds to be received by Landlord from the purchase by Intrawest Development Corp. or its affiliate or a successor permitted by the terms of the Option Agreement of parcels of the Real Property pursuant to the Option Agreement to the repayment of Agreed-Upon Indebtedness. If requested by Tenant, Landlord agrees that Intrawest Development Corp. may deliver the portion of the Development Parcel purchase price to be paid against the principal of the Agreed-Upon Indebtedness directly to the Agreed-Upon Indebtedness Lender, and further agrees to take such actions, and execute such instruments as may be necessary to authorize the Agreed-Upon Indebtedness Lender to accept such payments and apply such payments to the prepayment of the Agreed-Upon Indebtedness. Landlord reserves the right to make other payments of principal as it in its sole discretion may determine from time to time, and Tenant agrees not to enter into any loan agreement or document with respect to the Agreed-Upon Indebtedness that restricts or conditions that right, except as mutually agreed between Landlord and Tenant. If the Agreed-Upon Indebtedness has been paid in full at a time when Landlord is entitled to receive proceeds from the purchase by Intrawest Development Corp. of parcels of the Real Property pursuant to the Option Agreement, then all of such proceeds shall be paid directly to Landlord.

10.5 No Limitation on Tenant Right to Borrow. Nothing herein shall restrict the right of Tenant to obtain indebtedness separate from the Agreed-Upon Indebtedness, including without limitation the Permitted Equipment Financing, so long as neither the Landlord nor the City shall have any liability with respect to such other indebtedness (including the Permitted Equipment Financing), the payment of interest thereon does not affect Cash Flow for Annual Payment, and except to the extent required in connection with Permitted Equipment Financing as to certain Tangible Personal Property, such indebtedness is not secured by any Encumbrance on the Leased Assets (other than such Encumbrance by Tenant of its rights under this Agreement to its lenders).

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10.6 Rights of the Agreed-Upon Indebtedness Lender.

(a) No cancellation, surrender, or modification of this Agreement shall be effective as to any Agreed-Upon Indebtedness Lender unless notice has been provided to said Agreed-Upon Indebtedness Lender at least sixty (60) days prior to the effective date of said cancellation, surrender, or modification. With respect to any such cancellation or surrender, Agreed-Upon Indebtedness Lender shall have the rights given to it in this Section. With respect to a modification, such modification shall be effective after said sixty (60) days notice unless the Agreed-Upon Indebtedness Lender shall provide notice of its objection to Landlord and Tenant before the expiration of said sixty (60) day period, in which event the modification shall not be effective. It is acknowledged and agreed by Landlord and Tenant that Tenant shall have the sole obligation to obtain any consents that may be required by an Agreed-Upon Indebtedness Lender (which consents, at the discretion of such Agreed-Upon Indebtedness Lender, may be given to Landlord and Tenant in advance as to certain subjects or categories of modifications).

(b) Landlord, upon giving Tenant any notice of an Event of Default or termination of this Agreement, or notice of a matter on which Landlord may predicate or claim an Event of Default, shall, at the same time, provide a copy of such notice to the Agreed-Upon Indebtedness Lender. Any notice to be given by Landlord or Tenant to an Agreed-Upon Indebtedness Lender pursuant to any provision of this Section shall be deemed properly given if done so in accordance with the notice provisions of this Agreement. From and after the date such notice has been given to the Agreed-Upon Indebtedness Lender and prior to Landlord’s exercise of any rights or remedies hereunder, such Agreed-Upon Indebtedness Lender shall have the same period, after the giving of such notice, for remedying any Event of Default or acts or omissions which are the subject matter of such notice or for causing the same to be remedied, as is provided to Tenant herein, plus, in each instance, the additional periods of time specified below, if any, to remedy, commence remedying or cause to be remedied the Events of Default or acts or omissions which are the subject matter of such notice. Landlord shall accept such performance by or at the instigation of such Agreed-Upon Indebtedness Lender as if the same had been done by Tenant. Tenant hereby authorizes the Agreed-Upon Indebtedness Lender to take any such action at such Agreed-Upon Indebtedness Lender’s option and hereby authorizes entry in the Real Property and access to the Leased Property by the Agreed-Upon Indebtedness Lender for such purpose.

(c) Anything contained in this Agreement to the contrary notwithstanding, if any Event of Default shall occur which entitles Landlord to terminate this Agreement, Landlord shall have the right to terminate this Agreement only if Landlord shall notify the Agreed-Upon Indebtedness Lender of Landlord’s intent to so terminate at least sixty (60) days in advance of the proposed effective date of such termination, provided, however, that the provisions of subparagraph (d) below shall apply if, during such 60-day termination notice period the Agreed-Upon Indebtedness, Lender shall;

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(i) Notify Landlord of such Agreed-Upon Indebtedness Lender’s desire to cure such Event of Default;

(ii) Make or cause to be made to Landlord all Rental Payments and other payments then due and in arrears and which may become due during such 60-day period; and

(iii) Comply or in good faith, with reasonable diligence and continuity, commence to comply with all nonmonetary requirements of this Agreement then the subject of an Event of Default and reasonably susceptible of being complied with by such Agreed-Upon Indebtedness Lender.

(d) If Landlord elects to terminate this Agreement by reason of any Event of Default of Tenant, and if an Agreed-Upon Indebtedness Lender shall have proceeded in the manner provided for by subparagraph (c) above, the specified date for the termination of this Agreement as fixed by Landlord in its termination notice shall be extended to a period of time as may be required for the Agreed-Upon Indebtedness Lender, proceeding with reasonable diligence, to complete the acquisition or sale of Tenant’s interest in this Agreement by foreclosure or other appropriate means plus an additional sixty (60) days, provided that such Agreed-Upon Indebtedness Lender shall, during such period:

(i) Make or cause to be made the Rental Payments and other monetary obligations of Tenant under this Agreement as the same become due, and continue its good faith efforts to perform all of Tenant’s other obligations under this Agreement;

(ii) If not enjoined or stayed, take steps to acquire or sell Tenant’s interest in this Agreement by foreclosure or other appropriate means and procedures which shall be completed with due diligence; and

(iii) In good faith and with due diligence, and subject to any requirements or conditions of the Forest Service Permits, use its best efforts to maintain the continued operations of the Winter Park Resort by application for a receiver (and Landlord hereby consents to the appointment of a receiver), agreement with Tenant or other legal means.

(e) If at the end of such period described above in subparagraph (d) such Agreed-Upon Indebtedness Lender is complying with the foregoing requirements, this Agreement shall not then terminate, and the time for completion by such Agreed-Upon Indebtedness Lender of its foreclosure or other proceedings shall continue so long as such Agreed-Upon Indebtedness Lender is enjoined or stayed and thereafter for so long as such Agreed-Upon Indebtedness Lender proceeds to complete steps to acquire or sell Tenant’s interest in this Agreement by foreclosure or by other appropriate means with diligence and continuity, provided the Agreed-Upon Indebtedness Lender continues to comply with subparagraph (d) above. Nothing in this subparagraph, however, shall be construed to extend this Agreement beyond the Term nor to require an Agreed-Upon Indebtedness Lender to continue such foreclosure proceedings after any Event of Default has been cured.

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(f) If an Agreed-Upon Indebtedness Lender is complying with all of the terms of the Agreement, upon the acquisition of Tenant’s estate herein by such Agreed-Upon Indebtedness Lender or its designee or any other purchaser at a foreclosure sale or otherwise, this Agreement shall continue in full force and effect as if Tenant had not defaulted under this Agreement.

(g) The Agreed-Upon Indebtedness Lender, as such, shall not be required to assume the performance of any of the terms, covenants, or conditions on the part of Tenant to be performed hereunder; but the Agreed-Upon Indebtedness Lender upon foreclosure or any purchaser at any sale of this Agreement and of the leasehold estate hereby created in any proceedings for the foreclosure of any security interest in the Tenant’s rights under this Agreement, or the assignee or transferee of this Agreement and of the leasehold estate hereby created under any instrument of assignment or transfer in lieu of the foreclosure shall be deemed to have agreed to perform all of the terms, covenants, and conditions on the part of Tenant to be performed hereunder accruing from and after the date of such foreclosure, purchase and assignment, but only for so long as such purchaser or assignee is the holder of the leasehold estate.

(h) Any Agreed-Upon Indebtedness Lender or other acquirer of the leasehold estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure, or other proceedings may, upon acquiring Tenant’s leasehold estate, sell and assign the leasehold estate to such Persons as qualified assignees as provided in this Agreement. Upon any such sale and assignment by the Agreed-Upon Indebtedness Lender, such Agreed-Upon Indebtedness Lender shall be released from all liability under this Lease thereafter arising. Notwithstanding the terms of Section 16.1 of this Agreement, Landlord shall not unreasonably withhold or delay its consent to a proposed assignee, sublessee or transferee from the Agreed-Upon Indebtedness Lender or pursuant to a foreclosure of the Agreed-Upon Indebtedness so long as the proposed assignee, sublessee or transferee:

(i) Has, in the reasonable judgment of Landlord, the financial capacity and access to capital markets necessary to operate, maintain, develop and add to the Leased Assets being assigned, sublet or transferred in the manner and consistent with the standards set forth in this Agreement;

(ii) Is not “insolvent” within the meaning of the Colorado Uniform Commercial Code, and provides a certificate from its chief financial officer to the Landlord stating that such Person is not insolvent under the meaning of the federal bankruptcy law;

(iii) Has, in the reasonable judgment of Landlord, both adequate resort and real estate development experience, in operating, maintaining and developing regional and destination ski resorts, provided, however, that if circumstances have changed at the time of the proposed assignment, sublease or transfer such that skiing is not the predominant amenity at the Winter Park Resort, then the core business of the proposed assignee, sublessee or transferee shall be relevant to the predominant resort activity or activities then existing at the Winter Park Resort; and

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(iv) Has a good business and moral reputation as determined by the Landlord in its reasonable and informed judgment.

(i) Nothing contained in this Section 10.6 shall require any Agreed-Upon Indebtedness Lender, as a condition to its exercise of any of its rights hereunder, to cure any Event of Default of Tenant not reasonably susceptible of being cured, including without limitation, an assignment for the benefit of creditors by Tenant, the failure by Tenant to discharge a judgment or attachment, or the appointment of a receiver or trustee for Tenant or its assets, in order to comply with the provisions hereof. If this Agreement is deemed terminated by operation of law in connection with such an Event of Default, then Landlord agrees that with respect to an Agreed-Upon Indebtedness Lender this Agreement shall nevertheless be deemed to have continued in full force and effect on the same terms and conditions as set forth in this Agreement for the remainder of the Lease Term, and Landlord agrees to enter into a new Lease with such Agreed-Upon Indebtedness Lender or its assignee, subject to Agreed-Upon Indebtedness Lender fulfilling the requirements of this Section 10.6. Landlord and Tenant each acknowledges that Events of Default not reasonably susceptible of being cured by an Agreed-Upon Indebtedness Lender shall include but not be limited to (i) any assignment or attempted assignment by Tenant in violation of this Lease; (ii) any Event of Default which relates uniquely and specifically to Tenant as an entity (e.g., any dissolution or bankruptcy of Tenant); and (iii) any of the Events of Default specified in Sections 15.1 (d) through (k) and (n).

(j) If the Agreed-Upon Indebtedness Lender shall foreclose upon the Tenant’s interest in this Agreement or assumes the Agreement in lieu of foreclosure, the acquiring party shall be bound by the terms and conditions of this Agreement, and in the exercise of any of its remedies will have no greater rights than Tenant except as otherwise expressly provided in this Article X. Notwithstanding any contrary or inconsistent provision of this Agreement, if any Third Party Lender succeeds to Tenant’s estate, rights, title and interest under this Agreement, by a foreclosure, a conveyance or assignment in lieu of foreclosure, or otherwise, such Third Party Lender (but no other Person, such as a purchaser at any foreclosure sale or any Person succeeding to Tenant’s estate, rights, title and interest by any conveyance or assignment by such Third Party Lender) shall be relieved of, and have no obligation to pay or perform, Tenant’s obligations set forth in Section 5.3(b) of this Lease (but such Third Party Lender shall perform Tenant’s obligations set forth in Section 5.3(b) to the extent that there is sufficient Cash Flow for Annual Payment after payment of any Required Quarterly Payments) and 5.3(c) of this Lease. Any Person succeeding to the right, title and interest of Tenant by a conveyance or assignment by any Agreed-Upon Indebtedness Lender shall be bound by, and shall pay and perform, all of Tenant’s obligations under said Sections 5.3(b) (with such obligations accruing to the extent there is not sufficient Cash Flow for Annual Payment after payment of any Required Quarterly Payments during the time such Third Party Lender holds Tenant’s estate, rights, title and interests under this Agreement) and 5.3(c), but the deadlines for funding any deficiency in the Required Annual Capital Maintenance Amount under Section 5.3(b) and for achieving the specified levels of capital expenditures under Section 5.3(c) shall be delayed by a period equal to the length of time such Third Party Lender held Tenant’s estate, rights, title and interests under this Agreement.

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10.7 Affiliate Lenders. An Affiliate Lender may be an Agreed-Upon Indebtedness Lender, and in such event the Affiliate Lender shall have all of the rights of an Agreed-Upon Indebtedness Lender. At any time that an Affiliate Lender is an Agreed-Upon Indebtedness Lender, the terms of the Agreed-Upon Indebtedness shall be no more burdensome to Landlord than the terms of any Agreed-Upon Indebtedness Documents for the benefit of the most senior Third Party Lender, subject to the following conditions:

(a) The lien granted by Landlord according to Section 10.3 of this Agreement and any other security for the Agreed-Upon Indebtedness owed to any Affiliate Lender shall be subordinate to the lien and other security relating to any Agreed-Upon Indebtedness owed to any Third Party Lender.

(b) The Agreed-Upon Indebtedness Documents with respect to Agreed-Upon Indebtedness owed to an Affiliate Lender shall provide that, after (i) a default in the payment or performance of any then outstanding obligations owed to Landlord by Tenant, Intrawest Development Corp., Intrawest Holdings, Intrawest Corporation, or any of their affiliates, (ii) notice to the defaulting party describing the nature of such default, and (iii) the expiration of any period to cure such default provided under the agreements or documents creating, evidencing or securing such obligations, the Landlord shall have the right to set off a credit against the Agreed-Upon Indebtedness owed to such Affiliate Lender in an amount equal to any sums past due or otherwise then immediately payable with respect to any such outstanding obligations owed to Landlord by Tenant, Intrawest Development Corp., Intrawest Holdings, Intrawest Corporation, or any of their affiliates. Any amount so set off or credited shall be applied first to any costs and charges of enforcing Landlord’s rights and remedies, then to accrued interest, and last to principal.

(c) Any Agreed-Upon Indebtedness owed to an Affiliate Lender, if not refinanced at an earlier date with Agreed-Upon Indebtedness advanced by a Third Party Lender, shall be due and payable at the earlier of (i) immediately upon the ordinary expiration of the Term of this Agreement, as the same may be extended, or (ii) one (1) year after the date of any early termination of this Agreement.

(d) If, at the time an Affiliate Lender advances any Agreed-Upon Indebtedness, Landlord owes no Agreed-Upon Indebtedness to any Third Party Lender, the Agreed-Upon Indebtedness Documents relating to the Agreed-Upon Indebtedness owed to such Affiliate Lender shall be in substance the same as the First Loan Documents, except that (i) the lien of such Affiliate Lender shall not in any event be in the form of an instrument containing a power of sale, and (ii) the rate of interest in effect under such Agreed-Upon Indebtedness Documents (at all times other than after an Event of Default or after maturity) shall be equal to the average cost (expressed as a percentage) of all funds borrowed by Intrawest Corporation (or its permitted successor and assign) at the time of such advance.

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10.8 Permitted Equipment Financing.

(a) From time to time during the Term, Tenant may incur Permitted Equipment Financing in conjunction with financing the acquisition, repair, improvement or replacement of specific items of Tangible Personal Property other than Lifts and components of Lifts. The maximum principal amount of such Permitted Equipment Financing at any given time may not exceed, in the aggregate, $1,000,000, multiplied by the PPI Escalation. To the extent Permitted Equipment Financing is used to acquire, repair, improve or replace specific items of Tangible Personal Property, Tenant shall be permitted to retain ownership of and encumber such items of Tangible Personal Property. Upon expiration of the term and payment in full of the Permitted Equipment Financing, Tenant shall convey any such Tangible Personal Property free and clear of all Encumbrances to Landlord, and Landlord shall lease such Tangible Personal Property to Tenant as Additional Leased Assets.

(b) In negotiating the terms of any Permitted Equipment Financing, Intrawest shall ensure that pursuant to its terms, any Permitted Equipment Financing shall be due and payable by Intrawest prior to or immediately upon expiration or earlier termination of this Agreement.

(c) Any contrary or inconsistent provision of this Agreement notwithstanding, Tenant may lease assets (other than (i) Lifts, (ii) related equipment such as motors, chairs and cable, and (iii) improvements on National Forest System Lands if the leasing of such improvements is prohibited by the Forest Service Permits) from third parties under a true operating lease under GAAP, and may hold the lessee’s interest, and exercise the lessee’s rights, under any such leases during the Term. Upon the expiration or earlier termination of this Agreement, Tenant shall assign to Landlord any rights, title and interests held by Tenant under any such leases remaining unexpired or undetermined at that time if requested by Landlord.

(d) Neither Landlord nor the City shall have any liability whatsoever with respect to any Permitted Equipment Financing or any true operating leases in the name of Tenant, unless Landlord shall elect to assume the same upon termination of this Agreement. 

(e) Landlord shall execute, have acknowledged, and deliver to Tenant at Tenant’s expense from time to time any certificates, documents and instruments reasonably requested by Tenant for the purpose of evidencing or confirming Landlord’s agreements and obligations under this Section 10.8. Landlord shall also execute, have acknowledged, and deliver any waivers, consents, acknowledgements and grants of  access reasonably requested by the lessor under the lease of any Tangible Personal Property or Intangible Personal Property or any lender providing Permitted Equipment Financing for the limited purpose of permitting any such lessor or lender to enter upon the Leased Assets, to take possession of its leased property or the collateral for any such Permitted Equipment Financing or otherwise to exercise its rights and remedies under any such lease or the documentation evidencing or securing such Permitted Equipment Financing, and Landlord shall not charge any such lessor or lender (or Tenant) a rental or other fee for such waivers, consents, acknowledgements or grants.

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ARTICLE XI

NATIONAL FOREST SYSTEM LANDS OPERATING AGREEMENT

11.1 Maintenance of National Forest Service Permits

(a) Landlord is the current permittee under the Forest Service Permits. Concurrently herewith, Landlord and Tenant are going through the process of requesting that the United States approve the Tenant as the controlling operator (pursuant to 32 CFR 251.55(a)) of the improvements on the National Forest System Lands.

(b) Landlord and Tenant agree that during the term of the Forest Service Permits, as they may be extended or reissued from time to time, Tenant shall be maintained as the controlling operator of the National Forest System Lands to the maximum extent permitted by the United States applicable rules, regulations and policies. Tenant shall not cause to be made any expansion, contraction or other modification to the boundaries covered by the Forest Service Permits without the prior approval of Landlord, which approval shall be in its sole and absolute discretion. During the term of the Forest Service Permits, Landlord and Tenant agree to execute and deliver from time to time all other appropriate agreements and other instruments, and take any other actions not inconsistent with this Agreement as may be necessary to comply with the foregoing.

(c) Landlord and Tenant agree that they shall cooperate in requesting that any Forest Service Permits in effect upon expiration of the Term shall be reissued in the name of Landlord, or such other name as Landlord shall designate consistent with U.S. Department of Agriculture, Forest Service applicable rules, regulations and policies.

(d) Landlord and Tenant acknowledge that the Forest Service Permits do not convey an interest in land or establish a leasehold interest in National Forest System Lands.

11.2 Obligations With Respect to Forest Service Permits. Tenant shall take any and all actions necessary to maintain the Forest Service Permits in full force and effect in all respects, including without limitation compliance with their conditions and the payment of all applicable fees and charges. Tenant shall take all actions necessary to cause all renewals of the Forest Service Permits to be made when necessary. Nothing contained in this Agreement shall be construed to relieve Landlord from any obligations it may have to the United States through the Forest Service Permits or United States applicable rules, regulations and policies.

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11.3 Term. Notwithstanding the Term of the Lease, the term of the operating agreements contained in this Agreement with respect to the operation of the improvements to be conducted on National Forest System Lands shall not extend beyond the term of the Forest Service Permits, as they may be extended or reissued from time to time. Tenant shall make such applications and renewals and otherwise use its best efforts to continue the term of the Forest Service Permits at least to the Term of the Lease, and Landlord shall cooperate as may be required by U.S. Department of Agriculture, Forest Service applicable rules, regulations and policies. Nothing in this Lease shall be construed to obligate the United States in any way beyond the term of the Forest Service Permits existing from time to time.

11.4 Additional Obligations of Tenant to the United States. As the controlling party in possession and operator of the improvements on the National Forest System Lands:

(a) Tenant shall include the United States as an additional named insured under the insurance policies it is required to maintain under the Lease;

(b) With respect to the National Forest System Lands, Tenant shall indemnify the United States, for any and all injury, loss or damage, including fire suppression costs, the United States may suffer as a result of claims, demands, losses, or judgments caused by Tenant’s use or occupancy;

(c) Tenant acknowledges and agrees that, notwithstanding provisions of the Lease to the contrary, the Forest Service Permits and consents given pursuant thereto, are not assignable and may not be transferred except pursuant to U.S. Department of Agriculture, Forest Service applicable rules, regulations and policies.

11.5 Forest Service Master Plan. Underlying the Forest Service Permits is the Forest Service Master Plan. Tenant agrees that all Resort Operations shall at all times be conducted in conformance with the Forest Service Master Plan and that no expansion, contraction or other modification shall be made to the boundaries covered by the Forest Service Master Plan without the prior approval of Landlord and of the United States, which approvals shall be in their sole and absolute discretion. Tenant shall have the right to facilitate changes to the Forest Service Master Plan consented to by the United States without the consent or approval of Landlord, if such changes do not include the expansion, contraction or other modification to the boundaries covered by the Forest Service Permits. Furthermore, Tenant agrees that it shall have the obligation to propose revisions, updates or replacements of the Forest Service Master Plan as required by the United States applicable rules, regulations and policies and when required in accordance with Tenant’s planning for the development of the Winter Park Resort. Subject to the requirement that no expansion, contraction or other modification be made to the boundaries covered by the Forest Service Master Plan without the prior discretionary approval of Landlord and the United States, upon the request and at the expense of Tenant, Landlord shall cooperate in a reasonable manner with respect to other changes proposed by Tenant to the Forest Service Permits and in connection with Tenant’s revising, updating or replacing the Forest Service Master Plan. Tenant shall promptly deliver to Landlord a copy of all changes made to the Forest Service Master Plan.

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ARTICLE XII

CONDITIONS TO EFFECTIVENESS

12.1 Conditions. The effectiveness of this Agreement against any Party shall be subject to the satisfaction or waiver, on or before December 31, 2002, of the conditions set forth in Section 12.1, and if such conditions are not timely waived or satisfied then this Agreement shall not become effective and neither Party shall have any rights or obligations hereunder:

(a) Execution and Delivery of Transaction Documents. The execution of all documents and the doing of everything to be done pursuant to the terms of this Agreement on or before the Effective Date, including without limitation execution and delivery of the Option Agreement, the Additional Consideration Agreement, the Parent Guaranty, and the agreements assigning or licensing assets and assuming liabilities.

(b) Legal Opinions.

(i) Jacobs Chase Frick Kleinkopf & Kelley, LLC, legal counsel to Tenant, shall have delivered its opinion in form and substance satisfactory to the Landlord and the City.

(ii) Canadian legal counsel to Tenant shall have delivered its opinion in form and substance satisfactory to Landlord, addressed to the Landlord and the City, stating that the Parent Guaranty is the valid, binding and enforceable obligation of Intrawest Corporation, enforceable in accordance with its terms, subject only to standard defenses of a nature as would apply under Colorado law.

(iii) Ireland, Stapleton, Pryor & Pascoe, P.C., legal counsel to the Landlord and the City, shall have delivered its opinion in form and substance satisfactory to the Tenant and Tenant’s affiliates.

(c) Payments. Tenant shall have delivered to Landlord, by wire transfer or certified check, the initial payment required under Section 5.1(a) and Intrawest Holdings shall have delivered the initial Required Quarterly Payment required to be paid pursuant to the Additional Consideration Agreement.

(d) Leasehold Title Policy. Tenant shall have received the Leasehold Title Policy or a written agreement from the Title Company acknowledging that all requirements for the issuance of the Leasehold Title Policy (other than the payment of the premium) have been satisfied and committing to issue the Leasehold Title Policy, which Leasehold Title Policy shall include no exceptions to title to the Real Property that are unacceptable to Tenant in its reasonable judgment.

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(e) Evidence of Corporate Authorization.

(i) Landlord Authorization. Tenant shall have received a copy of resolutions duly adopted by the members (if any) and board of directors of Landlord authorizing the execution and delivery of this Agreement, the First Loan Documents, the other documents described in this Section 12.1, and any other related documents by Landlord and the consummation of the transactions herein and therein contemplated to be consummated by Landlord, duly certified, as of the Effective Date, by the secretary or any assistant secretary of Landlord; and

(ii) Tenant Authorization. Landlord shall have received a copy of resolutions duly adopted by the board of directors of Tenant authorizing the execution and delivery of this Agreement by Tenant and the related documents to which Tenant is a party and the consummation of the transactions herein and therein contemplated to be consummated by Tenant, duly certified, as of the Effective Date, by the secretary or any assistant secretary of Tenant.

(iii) Intrawest Corporation and Intrawest Holdings Authorizations. Landlord shall have received a copy of resolutions duly adopted by the board of directors of Intrawest Corporation authorizing the execution and delivery of the Parent Guaranty, duly certified, as of the Effective Date, by the secretary or any assistant secretary of Intrawest Corporation. Landlord shall have received a copy of resolutions duly adopted by the board of directors of Intrawest Holdings authorizing the execution and delivery of the Additional Consideration Agreement, duly certified, as of the Effective Date, by the secretary or any assistant secretary of Intrawest Holdings.

(iv) City Authorization. The City shall have duly adopted an ordinance approving an agreement between Landlord and the City that approves the execution by Landlord of this Agreement and the other documents related hereto.

(f) Tenant shall have approved the terms of the First Loan Documents (together with any terms relating to prepayment or refinancing of any existing indebtedness of Landlord) and Landlord shall have executed, had acknowledged, and delivered to the initial Agreed-Upon Indebtedness Lender the First Loan Documents, provided that the First Loan Documents are consistent with Article X above.

(g) Tenant shall have received an assignment of any and all rights (including without limitation any rights of first refusal, rights of first offer, non-compete rights or other rights or options) that Hines Interests Limited Partnership or any of its affiliates may have with respect to the Leased Assets or the Developable Land (as defined in the Option Agreement), in form and substance satisfactory to both Landlord and Tenant; and Landlord shall have consented to such assignment, and Landlord and Tenant shall have agreed to terminate all such assigned rights and assumed obligations.

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(h) The Forest Service Permits and approvals thereunder shall be issued by the United States in a manner that is satisfactory to Tenant and Landlord.

(i) No governmental agency shall have brought or threatened to bring any enforcement, injunctive or other action objecting to the transactions represented and contemplated by this Agreement and the transactions will not otherwise result in the violation of any Applicable Law.

(j) Landlord and Tenant shall have received from The Colorado Arlberg Club, a Colorado non-profit corporation, either an amendment or a waiver of any claim that this Agreement or the actions contemplated hereby cause a default under the terms of that certain Lease dated August 28, 1980, as amended, between Landlord as lessee and The Colorado Arlberg Club, as lessor, with such amendment or waiver being in form and substance satisfactoiy to both Landlord and Tenant.

(k) Landlord and Tenant shall have executed a certificate confirming the Effective Date of this Agreement.

(1) Landlord and Tenant shall have obtained all consents, approvals and other assurances as either Party may require so that the consummation of the transactions contemplated by this Agreement will not (i) result in the breach, termination, cancellation, acceleration or suspension of any agreement or contract; or (ii) result in the violation, termination, cancellation, suspension or revocation of any license, permit or consent; in either case resulting in a Material Adverse Effect on Resort Operations or otherwise materially and adversely affecting the ability for Tenant to perform its obligations under this Agreement.

ARTICLE XIII

REPRESENTATIONS AND WARRANTIES

13.1 Representations and Warranties of Tenant. Tenant hereby represents and warrants to Landlord that on the Effective Date:

(a) Organization. Tenant is a corporation duly organized, validly existing and in good standing under the laws of the state of its formation.

(b) Authorization. This Agreement has been duly authorized, executed and delivered by Tenant and constitutes a valid, legal and binding agreement, enforceable against Tenant in accordance with its terms, except to the extent that the enforcement of remedies herein provided may be limited under applicable bankruptcy and insolvency laws, public policy and equitable principles.

(c) Approvals and Consents. No approval, consent or withholding of objections is required from any Governmental Authority with respect to the entry into or performance by Tenant of this Agreement, except such as have already been obtained.

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(d) No Violation. Tenant has adequate power and capacity to enter into, and perform its obligations under, this Agreement. The entry into and performance by Tenant of this Agreement will not: (i) violate any judgment, order, law or regulation applicable to Tenant or any provision of Tenant’s certificate of incorporation or bylaws; or (ii) except as otherwise disclosed in writing from Tenant to Landlord, result in any breach of, constitute a default under, or result in the creation of any Encumbrance upon any Leased Asset pursuant to, any indenture, mortgage, deed of trust, bank loan or credit agreement or other contract, agreement or instrument (other than this Agreement) to which Tenant is a party.

(e) No Suits or Proceedings. There are no suits or proceedings pending or, to the knowledge of Tenant (except as Tenant has disclosed in writing to Landlord), threatened in court or before any commission, board or other administrative agency against or affecting Tenant, which will have a Material Adverse Effect.

13.2 Representations and Warranties of Landlord. For purposes of this Section 13.2, the phrase “to the best knowledge of Landlord” means only the actual conscious knowledge of Landlord’s President and CEO, Vice President of Operations, Vice President of Administration, Vice President of Finance, Vice President of Marketing, and Vice President, General Counsel, provided, however, that the individuals who hold such positions shall not be held personally liable for any errors or omissions they may make other than by fraud or willful misconduct. The contents of Exhibits mentioned in this Section 13.2 may be modified on or prior to the Effective Date with the mutual consent of the Parties. Landlord hereby represents and warrants to Tenant that on the Effective Date:

(a) Organization. Landlord is a non-profit corporation duly organized, validly existing and in good standing under the laws of the state of its formation.

(b) Authorization. This Agreement has been duly authorized, executed and delivered by Landlord and constitutes a valid, legal and binding agreement, enforceable against Landlord in accordance with its terms, except to the extent that the enforcement of remedies herein provided may be limited under applicable bankruptcy and insolvency laws, public policy and equitable principles.

(c) Approvals and Consents. No approval, consent or withholdings of objections is required from any Governmental Authority with respect to the entry into or performance by Landlord of this Agreement, except such as have already been obtained.

(d) No Violation. Landlord has adequate power and capacity to enter into, and perform its obligations under, this Agreement. The entry into and performance by Landlord of this Agreement will not: (i) violate any judgment, order, law or regulation applicable to Landlord or any provision of Landlord’s articles of incorporation or bylaws; or (ii) result in any breach of, constitute a default under, or result in the creation of, any Encumbrance upon any Leased Asset pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement or other contract, agreement or instrument (other than this Agreement) to which Landlord is a party.

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(e) Leasehold Interests. Exhibit S lists by title, date, parties and premises all leases for real property by which Landlord leases any real property from third parties.

(f) Tangible Personal Property. Exhibit U lists by title, date, parties and equipment all material leases (including conditional sales contracts) for motor vehicles, machines, machinery, Lifts, tows, snow grooming equipment, snowmaking equipment, component parts thereof, furniture, fixtures, equipment and all other items of Tangible Personal Property by which Landlord leases (as lessee) any such tangible personal property from third parties. Exhibit J lists all of the material Tangible Personal Property to which Landlord holds title.

(g) Intellectual Property. Exhibit V lists all of the Intellectual Property as of the date of this Agreement, owned or licensed by Landlord.

(h) Intangible Personal Property - Material Permits and Licenses. To the best knowledge of Landlord, Exhibit W lists all of the existing licenses, permits, consents, registrations and filings which, if not obtained, held or made would have a Material Adverse Effect on the Resort Operations or that are necessary for the execution or performance by Tenant of its obligations under this Agreement, including without limitation, the Forest Service Permits, special use permits, tramway registrations, child care licenses, liquor licenses, water permits, underground storage tank registrations, other environmental permits, and FCC permits.

(i) Intangible Personal Property - Material Agreements. Exhibit X lists all of the notes, guarantees, contracts and other agreements involving a present or future liability of at least ten thousand dollars ($10,000) to which Landlord is a party by title, date, and parties. To the best knowledge of Landlord, there are no other contracts (written or oral) involving a present or future liability of at least ten thousand dollars ($10,000) concerning the operation of Winter Park Resort that are not identified on Exhibit X. Exhibit T lists by title, date, parties and premises all leases for real property by which Landlord leases any real property to third parties.

(j) No Undisclosed Litigation or Arbitration. Except as set forth in a separate written disclosure previously delivered by Landlord to Tenant, there is no action, arbitration, claim, dispute, suit, inquiry, proceeding or investigation by or before any court, governmental agency or commission, or arbitration panel pending or, to Landlord’s knowledge as of the date of this Agreement, threatened (except as set forth in incident reports maintained by Landlord in the ordinary course of business to which Tenant has been given access by Landlord), against Landlord. Landlord is not subject to any judgment, order or decree entered in any lawsuit or proceeding that has not yet been satisfied or which is a continuing obligation of Landlord.

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(k) Compliance with Law. Landlord has not received written notice and, to the best knowledge of Landlord, there has been no assertion of any violation of law with respect to the Winter Park Resort.

(l) Current Assets and Current Liabilities. Exhibit Y lists all material Current Assets and all Current Liabilities with respect to the Winter Park Resort as of July 6, 2002.

(m) Compliance with ERISA. All payments to the Pension Benefit Guaranty Corporation with respect to the employee benefit pension plans have been paid, and, to the best knowledge of Landlord, all Employee Benefit Plans comply in all material respects to the requirements of ERISA and also are in compliance, in all material respects, with the Internal Revenue Code of 1986, as amended, and all applicable regulations and rulings thereafter. Each Employee Benefit Plan has been administered in accordance with the terms of the governing plan documents and has been maintained in all material respects, in form and in operation, in accordance with Applicable Laws, including the qualification requirements set forth in Section 401(a) of the Internal Revenue Code, as applicable. With respect to the form of the Pension Plan, Tenant acknowledges that the Pension Plan is currently under review by the Internal Revenue Service in connection with the plan’s request for a favorable determination letter and that the Internal Revenue Service may request additional amendments to the Plan as a condition to the Plan’s qualification. The Landlord has made all required contributions within the time period prescribed by Applicable Laws to each Employee Benefit Plan. To the best knowledge of the Landlord, there are no claims, either asserted or unasserted, against any Employee Benefit Plan by either a participant or government authority, or any breaches of any fiduciary duty or prohibited transactions that could potentially trigger liability on the part of the plan, the plan sponsor or the plan administrator or disqualify an Employee Benefit Plan, or cause “tax-qualified” benefits under an Employee Benefit Plan to become taxable.

(n) Labor Matters. (i) There are no union contracts or collective bargaining agreements applicable to any employee of Landlord; (ii) there is no unfair labor practice complaint against Landlord pending before the National Labor Relations Board; (iii) there is no labor strike, dispute, slowdown or stoppage actually pending or, to Landlord’s knowledge, threatened, against Landlord; and (iv) there is no current union representation question pending with respect to the employees of Landlord.

(o) Environmental Matters.

(i) Landlord has not received any written (or, to Landlord’s best knowledge, oral) notice, report or other information from any governmental agency or any environmental consultant regarding any actual or alleged violation of any Environmental, Health and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or to any of the Leased Assets arising under any Environmental, Health and Safety Requirements.

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(ii) Landlord has delivered to Tenant true and correct copies of all Phase I Environmental Assessment Reports with respect to the Winter Park Resort of which it has knowledge.

(p) Water Rights. To the best of its knowledge, Landlord has not abandoned any of its Water Rights. Upon execution of this Agreement, Landlord shall produce the original stock certificates for the shares it owns in Clinton Ditch, and a notation shall be made on the face of such shares that they are subject to this Agreement. Landlord shall notify the Clinton Ditch of the leasehold interests of Tenant in said shares.

(q) No Brokers or Finders. Landlord has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.

(r) No Federal Income Taxes. All Federal income taxes of Landlord that are due and payable as of the Effective Date have been paid.

ARTICLE XIV

DAMAGE, DESTRUCTION OR DEPRIVATION OF USE; EMINENT DOMAIN

14.1 Damage or Destruction of the Leased Assets.

(a) If the Improvements shall be destroyed or damaged in whole or in part by fire or other casualty (including any casualty for which insurance was not obtained or obtainable) of any kind or nature, ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord prompt notice thereof. If Tenant does not have the right (because the damage does not constitute Major Damage) or otherwise elects not to exercise its right to terminate this Agreement pursuant to Section 14.1(b), then Tenant shall promptly repair, alter, restore, replace and rebuild the same at least to the extent of the value and the character of the Improvements existing immediately prior to such occurrence, but Tenant shall have no obligation to expend sums in excess of (i) any proceeds of insurance actually received by Tenant, (ii) if Tenant fails to carry any insurance it is required to carry under Article IX of this Agreement, the dollar equivalent of the proceeds of insurance that Tenant would have received if it had carried all such insurance required under said Article IX, (iii) deductibles and co-payment amounts under any insurance policies, (iv) the Required Annual Capital Maintenance Amount for each Fiscal Year, and (v) the capital expenditures that Tenant is required to make from time to time under Section 5.3(c) of this Agreement. Landlord shall in no event be called upon to repair, alter, replace, restore, or rebuild such Improvements, or any portion thereof, nor to pay any of the costs or expenses thereof; provided that any insurance proceeds paid to Landlord in connection therewith shall be made available by Landlord to Tenant.

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(b) In the event of Major Damage, Tenant may elect to terminate this Lease effective as of the date of such Major Damage by written notice to Landlord given within ninety (90) days after the date of such Major Damage. The phrase “Major Damage” shall mean any damage or destruction to the Improvements to the extent that it materially and adversely affects the practical ability for Tenant to resume operations of the Winter Park Resort on a commercially reasonable basis, taking into account all factors, including Tenant’s obligations under this Agreement, within three (3) years after the casualty event.

14.2 Eminent Domain. If so much of the Leased Assets shall be taken by right of eminent domain so as to materially and adversely affect the practical ability of Tenant to operate the Winter Park Resort as a resort area on a commercially reasonable basis, taking into account all factors, including Tenant’s obligations under this Agreement, then Tenant may elect to terminate this Lease effective as of the date of such taking by written notice to Landlord given within ninety (90) days after the date of such taking. As used herein, “taking by right of eminent domain” includes any condemnation or any conveyance in lieu of or under threat of any taking. If Leased Assets shall be taken by right of eminent domain but not so as to materially and adversely affect the practical ability of the Winter Park Resort to operate as a resort area on a commercially reasonable basis taking into account all factors, then the proceeds of such taking shall be paid to Landlord and Tenant, as their interests may appear.

14.3 Right to Terminate Due to Inadequate Snowfall. If, either for three (3) consecutive years or for five (5) years in any consecutive seven (7) year period, Tenant reasonably determines that, inadequate snowfall materially and adversely affects the practical ability of the Tenant to operate Winter Park Resort on a commercially reasonable basis, and, as a result, Tenant actually causes Winter Park Resort to be closed for the business of snowsliding for at least sixty (60) days during each such ski season (which for these purposes shall be deemed to be the period from Thanksgiving Day through Easter Day), then Tenant may elect to terminate this Agreement by giving written notice to Landlord (which termination shall be effective as of the date of such notice) within ninety (90) days after the last day of the ski season that gave rise to Tenant’s right to terminate.

14.4 Effect of Termination. In the event of termination of this Agreement pursuant to Section 14.1, 14.2 or 14.3, in addition to the provisions of Article XVII of this Agreement, Tenant shall surrender to Landlord the Leased Assets and all interest therein under this Agreement, and Landlord may re-enter and take possession of the Leased Assets and remove Tenant therefrom. Tenant shall make all Rental Payments hereunder, duly apportioned as of the date of such termination of this Agreement, and Landlord and Tenant shall be discharged from all obligations arising hereunder after the date of such termination. In the event of any such termination, any awards, compensation or insurance payments on account of such damage, destruction, deprivation of use or condemnation shall be assigned by Tenant to Landlord. Landlord and Tenant agree to take such actions and execute such documents as are reasonably necessary in the event of termination of this Agreement pursuant to Section 14.1,14.2 or 14.3.

14.5 No Abatem ent if Lease Is Not Terminated. In the event of any damage, destruction, deprivation of use or taking that does not result in the termination of this Agreement pursuant to Section 14.1, 14.2 or 14.3, there shall be no reduction, change or abatement of any payment payable by or on the part of Tenant hereunder or in the method of computing, accounting for, or paying the same, and in no event shall there be any reduction, change or abatement of any payment hereunder on the condition that all proceeds of any insurance or any condemnation proceeds pertaining to such damage, destruction, deprivation of use or taking shall be paid to or for the account of Tenant.

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ARTICLE XV

DEFAULT AND REMEDIES

15.1 Default by Tenant. The occurrence or existence of any one or more of the following events or circumstances shall constitute an Event of Default hereunder by Tenant and, subject to the provisions hereof and the rights of an Agreed-Upon Indebtedness Lender, shall give rise to the right of Landlord, by notice to Tenant, to exercise its remedies in accordance with Section 15.2:

(a) Tenant fails to pay when due any Required Interest Payments, and from and after October 1, 2012, any Required Quarterly Payments or, from and after September 30, 2013, any Revenue-Based Annual Payment, and does not cure such failure within five (5) business days after Landlord shall have given to Tenant written notice specifying such failure;

(b) Tenant fails in any material respect to perform or observe any of the material covenants or conditions to be performed or observed by Tenant under this Agreement or any of the related documents hereto so as to have a Material Adverse Effect on Landlord, and Tenant does not cure such failure within thirty (30) days after Landlord shall have given to Tenant written notice specifying such failure (or within such period, if any, as may be reasonably required to cure such failure if it is of such nature that it cannot be cured within such period, on the condition that Tenant commences to cure such default within such period and proceeds with reasonable diligence thereafter to cure such default fully);

(c) Intrawest Development Corp. or its successor or assignee is in default of the Option Agreement and all opportunities to cure the same have expired by the terms of such agreement;

(d) Tenant shall become insolvent (as such term is defined under Section 101 of the Federal Bankruptcy Code, 11 U.S.C. 101 et seq. (the “Federal Bankruptcy Code”), or any successor statute thereto); or shall fail to pay its debts generally as they mature; or shall seek the benefit of any present or future federal or state insolvency statute; or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Federal Bankruptcy Code or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property; or an order for relief shall be entered by or against Tenant under any chapter of the Federal Bankruptcy Code and shall not be dismissed or stayed within sixty (60) days after the entering of the order of appointment of receiver or trustee;

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(e) By order or decree of a court, Tenant shall be adjudged a debtor or bankrupt, or an order shall be made approving a petition filed by any of its creditors or by any of its stockholders, seeking its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy Code or under any other law or statute of the United States or any state, and such adjudication, order or decree shall not be stayed or vacated within sixty (60) days of its issuance;

(f) A petition under any chapter of the Federal Bankruptcy Code or an action under any federal or state insolvency law or statute shall be filed against Tenant and shall not be dismissed or stayed within sixty (60) days after the filing thereof;

(g) By or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer, a receiver, trustee, custodian, liquidator or other similar official shall take possession or control of the Leased Assets or all or substantially all of the property of Tenant, and such possession or control shall continue in effect for a period of sixty (60) days;

(h) Except in conjunction with a permitted assignment pursuant to Section 16.2, Tenant shall become a Person in legal dissolution, liquidation or otherwise in termination;

(i) Except in conjunction with a permitted assignment pursuant to Section 16.2, the leasehold, license or other interest of or rights of Tenant hereunder shall be transferred to, pass to, or devolve upon, by operation of law or otherwise, any other person, firm, corporation or other entity, by, in connection with, or as a result of, any bankruptcy, insolvency, trusteeship, liquidation or other proceeding or occurrence;

(j) Except in conjunction with a permitted assignment pursuant to Section 16.2, Tenant shall become a merged corporation in a merger or a constituent corporation in a consolidation subsequent to which the surviving corporation does not comply with the requirements of an approved assignee or otherwise transfers its interest under this Agreement without the prior written consent of the Landlord if such consent is required;

(k) Intrawest Corporation, Tenant or any of Tenant’s subsidiaries, or any of their respective executive officers and directors, shall be or have been convicted of a felony or misdemeanor, in either case which involves dishonesty, misrepresentation, fraud, deceit, misappropriation or theft, and any such Person shall not have been removed from his position within ninety (90) days after Tenant or Intrawest Corporation has actual knowledge of the fact of such conviction;

(1) Tenant knowingly permits any Person to use for any illegal purpose any portion of the Leased Assets;

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(m) Unless otherwise contemplated in this Agreement because of casualty or condemnation or lack of snowfall, Tenant shall cease to occupy or use a material portion of the Leased Assets, or shall otherwise cease to operate with Winter Park Resort as a resort as contemplated by this Agreement, for a continuous period of six (6) consecutive months or longer or for eight (8) months in any consecutive twelve (12) month period; or

(n) Any representation or warranty of Tenant contained in this Agreement was false or incorrect in any material respect as of the date of such representation or warranty so as to have a Material Adverse Effect on Landlord.

15.2 Remedies of Landlord. If Tenant shall default under this Agreement as set forth in Section 15.1 above, Landlord shall have the following rights and remedies, in addition to all other rights and remedies at law or equity, and none of the following, regardless of whether exercised by Landlord, shall preclude the exercise of any other right or remedy whether herein set forth or existing at law or equity:

(a) Landlord shall have the right to terminate this Agreement by giving Tenant notice in writing at any time. No act by or on behalf of Landlord, such as entry onto, or repossession of, the Leased Assets by Landlord to perform maintenance and repairs and efforts to relet the Leased Assets, other than giving Tenant written notice of termination, shall terminate this Agreement. If Landlord gives such notice of termination, this Agreement and the Term hereof as well as the right, title and interest of Tenant under this Agreement shall wholly cease and expire in the same manner and with the same force and effect on the date specified in such notice as if such date were the expiration date of the Term without the necessity of re-entry or any other act on Landlord’s part (provided, however, Landlord may elect to exclude Tenant from the Leased Assets and enter into or repossess the Leased Assets, in all manner and methods allowable by law without liability by reason of such exclusion, entry or repossession), and without discharging any of Tenant’s obligations under this Agreement.

(b) In any calculation of actual damages payable to Landlord that is determined, in whole or in part, on the present value of future net Rental Payments, then, notwithstanding the fact that Rental Payments after the tenth Fiscal Year are based on a formula, Tenant and Landlord stipulate that in determining the present value of such future net Rental Payments, the parties shall make the conclusive presumption that Gross Revenue and Cash Flow for Annual Payment for the remaining Term would have been the same as the average of Gross Revenue and the average of Cash Flow for Annual Payment for the most recent five (5) Fiscal Years prior to the Event of Default, in each case annually increased over the balance of the Term at a reasonable rate of inflation, with the aggregate result discounted to a present value using a reasonable discount rate. Tenant shall be entitled to a reduction in the actual damages determined according to the foregoing provisions of this paragraph, which reduction shall be equal to the present value of any rent and other sums that Landlord can be reasonably expected to receive upon reletting the Leased Assets, whether or not Landlord actually attempts to relet the Leased Assets. Notwithstanding that Landlord shall have no obligation to relet the Leased Assets, Landlord shall otherwise be required to mitigate damages arising out of any Event of Default. If any law shall limit the amount of such damages to less than the amount agreed to herein, Landlord shall be entitled to the maximum amount allowable under such law. Nothing herein shall be construed to affect or prejudice Landlord’s right to prove, and claim in full, that unpaid rent accrued prior to termination of this Agreement.

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(c) Landlord may, without demand or notice, re-enter and take possession of the Leased Assets or any part thereof, expel Tenant and those claiming through or under Tenant, and remove the effects of any and all such Persons without being deemed guilty of any manner of trespass, without prejudice to any remedies for arrears of Rental Payments or preceding breach of covenants and without terminating this Agreement or otherwise relieving Tenant of any obligation hereunder. Should Landlord elect to re-enter as provided in this paragraph, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Agreement, relet the Leased Assets or any part thereof for such term or terms and at such rental or rentals, and upon such other conditions as Landlord may in its absolute discretion deem advisable, with the right to make alterations and repairs to the Leased Assets. No such re-entry, repossession or reletting of the Leased Assets by Landlord shall be construed as an election on Landlord’s part to terminate this Agreement unless a written notice of termination is given to Tenant by Landlord. No such re-entry, repossession or reletting of the Leased Assets shall relieve Tenant of its liability and obligation under this Agreement, all of which shall survive such
re-entry, repossession or reletting.

(d) If Tenant shall default in making any payment required to be made by Tenant (other than payments due to Landlord under this Agreement) or shall default in performing any other obligations of Tenant under this Agreement, Landlord may, but shall not be obligated to, make such payment or, on behalf of Tenant, expend such sum as may be necessary to perform such obligation. All sums so expended by Landlord shall be repaid by Tenant to Landlord on demand. No such payment or expenditure by Landlord shall be deemed a waiver of Tenant’s default, nor shall it affect any other right or remedy of Landlord by reason of such default.

(e) From time to time, take whatever action at law or in equity appears necessary or desirable to collect the Rental Payments and any other amounts payable by Tenant hereunder then due and thereafter to become due, and to enforce the performance and observance of any obligation, agreement or covenant of Tenant under this Agreement. Any suit or suits for the recovery of any such deficiency or damages, or a sum equal to any rent or additional amounts payable hereunder, may be brought by Landlord, from time to time at Landlord’s election, and nothing herein contained shall be deemed to require Landlord to await the date upon which this Agreement would have expired by limitation. Any suit brought by Landlord to enforce collection of such difference for any one month shall not prejudice Landlord’s right to enforce the collection of any difference for any subsequent month. In addition to the foregoing, and without regard to whether this Agreement has been terminated, Tenant shall pay to Landlord all costs incurred by Landlord, including reasonable attorneys’ fees, with respect to any successful lawsuit or successful action instituted or taken by Landlord to enforce any of the provisions of this Agreement. Landlord expressly waives all claims to consequential, exemplary or punitive damages. Tenant’s liability shall survive the institution of summary proceedings and the issuance of any warrant hereunder.

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(f) It is understood and agreed that, unless specifically waived in this Agreement, the remedies set forth in this Agreement shall be in addition to all other remedies which are or may be available to Landlord, as the case may be, at law or in equity. All the remedies herein given to Landlord and all rights and remedies given to Landlord by law shall be cumulative and concurrent. No termination of this Agreement or the taking or recovering of the Leased Assets shall deprive Landlord of any of its remedies or actions against Tenant for Rental Payments due for damages or for the breach of any covenant herein, nor shall the bringing of any action for Rental Payments due or breach of any covenant, or the resorting to any other remedy herein provided for the recovery of Rental Payments due be construed as a waiver of the right to obtain possession of the Leased Assets.

(g) As used in this Agreement the terms “re-enter,” “re-entry,” “take possession,” “repossess” and “repossession” are not restricted to their technical legal meanings.

15.3 Default by Landlord.

(a) The occurrence or existence of any one or more of the following events or circumstances shall constitute an Event of Default hereunder by Landlord and, subject to the provisions hereof, shall give rise to the right of Tenant, by notice to Landlord, to exercise its remedies in accordance with Section 15.4:

(i) If Landlord has breached any representation or warranty contained in this Agreement or any of the documents related hereto so as to have a Material Adverse Effect upon Tenant; or

(ii) If Landlord has breached any covenant contained in this Agreement or any of the documents related hereto in any material respect so as to have a Material Adverse Effect upon Tenant and such breach has continued without cure for a period of thirty (30) days after the notice of breach.

(b) The occurrence or existence of any one or more of the following events or circumstances shall constitute an Event of Default hereunder by Landlord and, subject to the provisions hereof, shall give rise to the right of Tenant, by notice to Landlord, to terminate this Agreement, in addition to all other rights that Tenant may exercise in accordance with Section 15.4:

(i) Landlord shall become insolvent (as such term is defined under Section 101 of the Federal Bankruptcy Code, 11 U.S.C. 101 et seq. (the “Federal Bankruptcy Code”), or any successor statute thereto); or shall fail to pay its debts generally as they mature; or shall seek the benefit of any present or future federal or state insolvency statute; or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Federal Bankruptcy Code or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property; or an order for relief shall be entered by or against Landlord under any chapter of the Federal Bankruptcy Code and shall not be dismissed or stayed within sixty (60) days after the entering of the order of appointment of receiver or trustee;

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(ii) By order or decree of a court, Landlord shall be adjudged a debtor or bankrupt, or an order shall be made approving a petition filed by any of its creditors or by any of its stockholders, seeking its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy Code or under any other law or statute of the United States or any state, and such adjudication, order or decree shall not be stayed or vacated within sixty (60) days of its issuance;

(iii) A petition under any chapter of the Federal Bankruptcy Code or an action under any federal or state insolvency law or statute shall be filed against Landlord and shall not be dismissed or stayed within sixty (60) days after the filing thereof; or

(iv) By or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer, a receiver, trustee, custodian, liquidator or other similar official shall take possession or control of the Leased Assets or all or substantially all of the property of Landlord, and such possession or control shall continue in effect for a period of sixty (60) days.

15.4 Remedies of Tenant.

(a) Upon an Event of Default under subparagraph (a) of Section 15.3 above that remains uncured by Landlord, then Tenant shall have the right to seek such remedies as may exist in equity and, in addition, shall have the right to the recovery of such damages as may exist at law, provided, however, that Tenant expressly waives all claims to consequential, exemplary or punitive damages. In addition to the foregoing, and without regard to whether this Agreement has been terminated, Landlord shall pay to Tenant all costs incurred by Tenant, including reasonable attorneys’ fees, with respect to any successful lawsuit or successful action instituted or taken by Tenant to enforce any of the provisions of this Agreement. Notwithstanding the foregoing, Tenant shall not have the right to terminate this Agreement upon an Event of Default as described above in subparagraph (a) of Section 15.3, and the obligations of Tenant under this Agreement shall continue unabated.

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(b) Upon an Event of Default under subparagraph (b) of Section 15.3 above that remains uncured by Landlord, then Tenant shall have the right to seek such remedies and damages as may exist at law or in equity, provided, however, that Tenant expressly waives all claims to consequential, exemplary or punitive damages. In addition to the foregoing, and without regard to whether this Agreement has been terminated, Landlord shall pay to Tenant all costs incurred by Tenant, including reasonable attorneys’ fees, with respect to any successful lawsuit or successful action instituted or taken by Tenant to enforce any of the provisions of this Agreement. Included within the foregoing remedies, Tenant shall have the right to terminate this Agreement upon an Event of Default as described above in subparagraph (b) of Section 15.3.

15.5 No Implied Surrender or Waiver. The failure of Landlord or Tenant to seek redress for the other Party’s default under, or to insist upon the strict performance of, any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a default by Tenant or Landlord, from having all the force and effect of an original default by Tenant or Landlord. If it should be necessary or proper for a Party to bring any action under this Agreement or to place this Agreement with any attorney for the enforcement of any of such Party’s rights hereunder, then the prevailing Party agrees to pay to the other Party’s reasonable attorneys’ fees and all expenses and court costs. The acceptance by Landlord of payment for any period or periods after a violation or Event of Default of any of the terms, conditions and covenants of this Agreement shall not constitute a waiver or diminution of, nor create any limitation upon, any right of Landlord pursuant to this Agreement to terminate this Agreement for subsequent violation or Event of Default, or for continuation or repetition of the original violation or Event of Default.

15.6 No Default Resulting from Certain Failures. This Agreement contains certain references to (a) the desire of Landlord and Tenant for Winter Park Resort to be economically viable on a stand-alone basis upon expiration of the Term, and (b) Tenant investing resources to improve (or at least maintain) Winter Park Resort’s competitive position (and reputation). Those references are statements of the Parties’ desires and intentions (the “Stated Intentions”). The parties acknowledge that achievement of the Stated Intentions depends on a multitude of factors, some of which are beyond the control of Tenant. For that reason, the inability or failure of Winter Park Resort to achieve the Stated Intentions shall not imply that Tenant has failed to act in a manner consistent with sound business practices or high quality industry standards, and the inability or failure of Winter Park Resort to achieve the Stated Intentions itself shall not be a basis for deeming Tenant to be in breach or default under this Agreement.

15.7 Non-Binding Mediation. In the event of a dispute regarding Tenant’s performance of any non-monetary obligation pursuant to this Agreement, Landlord and Tenant will submit the dispute to non-binding mediation pursuant to the rules established for such proceedings by the American Arbitration Association. Both Parties shall include at least one senior-level person with decision-making authority on their teams. If such non-binding mediation is unsuccessful, then Landlord and Tenant will have all rights and remedies that are otherwise available to them under this Agreement.

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ARTICLE XVI

ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS

16.1 Consent Required. Except as permitted in Section 16.2 below, Tenant may not voluntarily, by operation of law or otherwise, without Landlord’s prior written consent:

(a) Assign, convey, mortgage, encumber or otherwise transfer all or any part of its interest under this Agreement;

(b) Sublet or grant a license or concession with respect to all or any part of the Leased Assets in a transaction or series of related transactions that (i) including options to renew has a term equal to eighty percent (80%) or more of the useful life of the Leased Asset, or (ii) results in a transfer of title to a material asset for less than fair market value, or (iii) would produce annual gross revenue of more than five percent (5%) of total annual Gross Revenue;

(c) Enter into any agreement with any third party for the operation or management of all or any part of the Winter Park Resort except pursuant to a permitted sublease or license or concession; or

(d) Permit any change in the control of Tenant’s business, whether by sale of assets, transfer of stock or other equity interests, merger, consolidation, spin-off or otherwise.

Landlord shall not unreasonably withhold or delay its consent so long as there is pending no Event of Default or circumstance that with the passage of time or giving of notice would be an Event of Default, so long as the granting of such consent will not violate the terms of the Forest Service Permits or applicable United States laws, rules or regulations relating thereto, and so long as the proposed assignee, sublessee or transferee is also an affiliate of the position of the optionee under the Option Agreement (unless otherwise consented by Landlord in its sole and absolute discretion). Whether or not it is unreasonable for the Landlord to withhold its consent shall be based on all of the facts and circumstances, including without limitation the continuing obligations, if any, of Tenant or Intrawest Corporation.

16.2 When Consent Is Not Required.

(a) Notwithstanding anything to the contrary contained in Section 16.1 above, Tenant may, without Landlord’s consent so long as there is pending no Event of Default or circumstance that with the passage of time or giving of notice would be an Event of Default, so long as the granting of such consent will not violate the terms of the Forest Service Permits or applicable United States laws, rules or regulations relating thereto, and so long as the proposed assignee, sublessee or transferee is also an affiliate of the optionee under the Option Agreement (unless otherwise consented by Landlord in its sole and absolute discretion):

(i) Assign all or any portion of its interest under this Agreement;

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(ii) Sublet, license or grant licenses or concessions with respect to all or any portion of the Leased Assets; or

(iii) Permit a change in the control of Tenant’s business;

to (A) a Person that owns or controls, is owned or controlled by, or is under common ownership or control with Tenant, or (B) in conjunction with an amalgamation, consolidation, merger or any other similar corporate reorganization of Tenant or Intrawest Corporation, including, without limitation, a going private transaction of Tenant or Intrawest Corporation (but not including as a “similar corporate reorganization” one in which there is a spin off or split up of a significant part of the business or assets of the Tenant or Intrawest Corporation if following such spin-off or split-up there has been a change of control). Tenant shall also be permitted without Landlord’s consent, so long as there is pending no Event of Default or circumstance that with the passage of time or giving of notice would be an Event of Default and so long as Tenant’s actions will not violate the terms of the Forest Service Permits or applicable United States laws, rules or regulations relating thereto, to make any collateral assignment of the rights of Tenant under this Agreement to any lender or lenders of Tenant. As used in this Section 16.2, “ownership” and “control” mean direct or indirect ownership or control of more than fifty percent (50%) of all outstanding equity interests in a Person.

(b) Anything to the contrary in this Article XVI notwithstanding, if Tenant or Intrawest Corporation is a corporation whose voting shares are regularly and publicly traded on a recognized stock exchange, a change of control in Tenant’s or Intrawest Corporation’s business will not require Landlord’s consent as long as the voting shares continue to be so publicly traded, and as long as Landlord receives reasonably satisfactory assurances that Tenant’s business operations from the Leased Assets will not be adversely affected following the change of control.

(c) The provisions of Section 16.1 shall be subject to the applicable provisions of Article X of this Lease upon a foreclosure by the Agreed-Upon Indebtedness Lender of Tenant’s interest in this Lease or a conveyance of such interest in lieu of foreclosure.

16.3 Tenant to Furnish Information. All requests for Landlord’s consent to an assignment, subletting or other transfer under Section 16.1 above shall be in writing and specify in detail reasonably satisfactory to Landlord:

(a) The name, address and telephone number of the proposed assignee, sub-lessee or other transferee and, if it is not an individual, the names of the Persons that own or control the proposed assignee, sub-lessee or transferee;

(b) Details of the prior business experience of the proposed assignee, sub-lessee or other transferee (including experience in the business for which the Leased Assets may be operated pursuant to this Agreement) and the specific terms and conditions of the proposed assignment, subletting or other transfer;

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(c) Bank and other credit references, business reputation references, financial statements and such other information as Landlord may reasonably require to assess the business and financial responsibility and standing of the proposed assignee, sublessee or other transferee; and

(d) Any proposed changes to this Lease, the Option Agreement or the Parent Guaranty.

16.4 No Consideration. Unless, in connection with any assignment or sublease or any other permitted transfer by Tenant, there are changes to this Lease, the Option Agreement, the Additional Consideration Agreement, or the Parent Guaranty, Landlord shall not be entitled to any consideration in connection with any assignment or sublease or any other permitted transfer by Tenant, provided, however, that Tenant shall be responsible for Landlord’s costs as provided in Section 16.6.

16.5 Landlord’s Rights. If Tenant requests Landlord’s consent to an assignment, subletting or other transfer under Section 16.1 above, Landlord shall, within ninety (90) days after its receipt of such request, notify Tenant in writing that:

(a) Landlord grants its consent; or

(b) Landlord refuses to grant its consent, in which event Landlord shall set forth in detail the reasons (if Landlord’s withholding of consent is required by the terms of this Agreement to be reasonable) Landlord refuses to grant its consent.

16.6 Tenant Pays All Costs. Landlord’s consent to an assignment, subletting or other transfer under Section 16.1 above shall be subject to the requirement that all costs incurred in connection therewith and in connection with processing the application for consent (including any credit reports, and preparation and negotiation of any documentation) shall be paid by Tenant within thirty (30) days after invoicing by Landlord with reasonable detail of the costs incurred (whether or not Landlord consents to the proposed assignment, sublease or transfer), if it is within the right of Landlord to withhold consent).

16.7 Continuing Tenant Liability. Notwithstanding any assignment, conveyance, pledge, mortgage, sublease or any other transfer of the Leased Assets or any rights hereunder, Tenant shall remain fully liable for the payment of all amounts due hereunder and fully responsible for all liabilities hereunder and for the performance of all of its other obligations hereunder, unless Tenant is expressly released therefrom pursuant to the terms of the approved assignment, conveyance, pledge, mortgage, sublease or any other transfer of the Leased Assets or any rights hereunder. The provisions of Section 16.7 shall be subject to the applicable provisions of Article X of this Lease upon a foreclosure by the Agreed-Upon Indebtedness Lender of Tenant’s interest in this Lease or a conveyance of such interest in lieu of foreclosure.

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ARTICLE XVII

TERMINATION EVENTS

17.1 Termination Events. Immediately upon termination of this Agreement for any reason, whether upon the normal expiration of the Term or early termination as permitted by the terms of this Agreement by Landlord or Tenant, the following events shall occur (provided, however, that the failure of this Section to provide for a specific event that is otherwise required by the Terms of this Agreement shall not be deemed to waive such other requirement):

(a) Tenant shall pay to Landlord any outstanding financial obligations specified by the terms of this Agreement.

(b) To the extent not previously conveyed, Tenant shall convey to Landlord by special warranty deed, special warranty bill of sale and assignment or vehicle title transfer, as applicable, all real and personal (tangible and intangible) property that does or should constitute Leased Assets under the terms of this Agreement, and shall physically deliver the same to Landlord or its designee.

(c) Tenant shall transfer to Landlord the assets or, if appropriate, stock (at Landlord’s election) of any subsidiary entity of Tenant that holds Real Property, Tangible Personal Property, Intellectual Property, or Personal Property used in the Resort Operations, including without limitation any entity that holds a liquor license.

(d) Tenant shall claim no further interest in the Forest Service Permits or any other governmental licenses or permits (including without limitation liquor licenses) and shall execute such documents as Landlord may reasonably request to assist in effecting the removal of Tenant from (and, if necessary the reissuance to Landlord of) the Forest Service Permits and the transfer of other licenses and permits to Landlord or its designee.

(e) Tenant shall deliver to Landlord or its designee all books and records in the possession or under the control of Tenant relating to the Winter Park Resort, including without limitation financial records, contracts, incident reports, maintenance logs, depreciation schedules and engineering reports. To the extent that a specialized resource such as a proprietary computer program is required in order to view, copy or use such books and records, Tenant shall license the same to Landlord at no cost.

(f) Tenant shall permit all employees who work on a regular basis at least seventy-five percent (75%) of their time at the Winter Park Resort to be employed by Landlord or its designee, without condition or penalty.

(g) Landlord or its designee approved by the Agreed-Upon Indebtedness Lender shall cause Tenant and Intrawest Corporation to be released from any liability for the Agreed-Upon Indebtedness.

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(h) Tenant shall deliver to Landlord all cash or cash equivalents that represent the unexpended portion of the Required Annual Capital Maintenance Amount, provided, however, that all other cash assets shall remain the property of Tenant.

(i) Upon the expiration of the Term or other termination of this Lease, Tenant shall peaceably quit and surrender the Leased Assets to Landlord in good order, condition and repair, ordinary wear and tear and Landlord’s own acts of taking possession excepted, so that Landlord can repossess the Leased Assets no later than 5:00 p.m., MDT, of the day upon which this Agreement expires, without further notice. The Leased Assets shall be surrendered free and clear of any and all liens, encumbrances or charges, other than those that exist as of the Effective Date and as otherwise authorized or provided in this Agreement. Tenant expressly waives any notice to vacate at the expiration or other termination of this Agreement.

(j) If Tenant retains all or any material portion of the Leased Assets after the termination of this Agreement by lapse of time or otherwise, and continues to hold such Leased Assets for ten (10) days after receiving written notice from Landlord, such holding over shall constitute a tenancy at sufferance with respect to such retained portion, terminable by Landlord at any time upon notice to Tenant thereof, at a rental equal to a multiple of two times (2x) the rental rates described in Section 5.1(d) hereof paid by Tenant applicable in the Fiscal Year prior to the termination hereof. All other provisions of this Agreement shall remain in full force and effect during such holding over period.

17.2 Option. Tenant hereby grants to Landlord an option to purchase and, if Landlord exercises such option in accordance with this Section 17.2, agrees to sell, transfer, convey, assign and deliver to Landlord, and Landlord shall have the right to purchase and acquire from Tenant pursuant to such option, the Business Acquisition Property, subject to the following terms and conditions:

(a) Landlord may exercise such option only during the Business Acquisition Term.

(b) Landlord may exercise such option, if at all, only by one or more written notices to Tenant (each an “Exercise Notice”) from time to time during the Business Acquisition Term. Each Exercise Notice shall identify (i) the item or items of Business Acquisition Property for which the option is being exercised, (ii) the date (the “Closing Date”) for the consummation of the sale, transfer, conveyance, assignment and/or delivery of such Business Acquisition Property by Tenant to Landlord (the “Closing”), which date shall be not less than thirty (30) days after the date Landlord delivers such Exercise Notice to Tenant nor later than the twelve (12) months (if this Lease expires by the passage of time) or not later than eighteen (18) months (if this Lease terminates for any reason other than the passage of time) after the expiration or other termination of this Agreement, and (iii) the location of the Closing, which shall be within Grand County or Denver County, Colorado. Each Exercise Notice may exercise Landlord’s option under this Section 17.2 with respect to one, some or all of the Business Acquisition Property, and the delivery of an Exercise Notice with respect to any Business Acquisition Property shall not prevent Landlord from subsequently exercising such option with respect to any or all of the remaining Business Acquisition Property at any time during the Business Acquisition Term.

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(c) Landlord expressly acknowledges that Tenant shall have the unqualified right to sell, transfer, convey, assign any businesses, assets or real or personal property (including without limitation any business, asset or real or personal property which is, or may become, Business Acquisition Property), free and clear of Landlord’s option under this Section 17.2 and without any obligation to obtain Landlord’s consent or approval or to communicate in any way with Landlord with respect to such sale, transfer, conveyance or assignment, at any time before Landlord delivers an Exercise Notice with respect to any such business, asset or real or personal property constituting Business Acquisition Property. The option granted to Landlord under this Section 17.2 shall not constitute an interest in real property but shall constitute a contractual obligation of Tenant to Landlord. Such option shall not encumber, and shall not run with the land comprising, the Leased Assets, the Purchased Developable Land or any other real property. Upon Tenant’s request, Landlord shall execute, have acknowledged, and deliver to Tenant or any Person designated by Tenant any waiver, consent, certificate, document or instrument evidencing or confirming the terms of this Section 17.2(c) or any other provisions of this Section 17.2.

(d) If Landlord exercises its option under this Section 17.2, the purchase price for the Business Acquisition Property specified in the Exercise Notice shall be equal to the greater of one dollar ($1) or the Investment Return Deficiency, as determined by the Accountants in their sole and absolute discretion, absent bad faith (the “Purchase Price”). Tenant shall cause the Accountants to deliver to Landlord a certification of the Investment Return Deficiency and the Purchase Price with respect to any item of Business Acquisition Property within sixty (60) days after Tenant receives a written request from Landlord which states (i) a description of the Business Acquisition Property and (ii) a proposed Closing Date. Notwithstanding the foregoing, Landlord shall not be required to pay a Purchase Price that exceeds the fair market value of the Business Acquisition Property. If Landlord and Tenant cannot agree on the amount of the fair market value of the Business Acquisition Property, a duly qualified appraiser selected by the American Arbitration Association at the request and expense of Landlord shall select the fair market value from between that value as claimed by Landlord and that value as claimed by Tenant. Landlord shall pay the Purchase Price to Tenant at the Closing in immediately available funds.

(e) Landlord shall pay all costs and expenses, other than the fees of Tenant’s attorneys and the Accountants, related to the Closing, including without limitation (i) any stamp, excise or other tax payable on the recording of the deed, assignment or other documents transferring title to the Business Acquisition Property, (ii) all recording fees, and (iii) the cost of preparing a commitment for title insurance covering the Business Acquisition Property and the premium for the issuance of such title insurance.

(f) The following charges shall be prorated between Landlord and Tenant, on a daily basis, as of 12:01 a.m., Mountain Time, on the Closing Date: (i) rents, fees and other payments (including advance payments) prepaid or payable to Tenant under any lease, occupancy agreement or license affecting any interest in the Business Acquisition Property; and (ii) any charges customarily apportioned between sellers and buyers of commercial real estate in Colorado.

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(g) At the Closing, Tenant shall convey title to the Business Acquisition Property to Landlord by special warranty deed and special warranty bill of sale and/or assignment, but Tenant shall have the right to list as exceptions to the special warranty in such deed, bill of sale and/or assignment any Encumbrances (other than mortgages, deeds of trust and other monetary liens) that would constitute defects in, or breaches of, such special warranty. Landlord shall take title to, and possession of, the Business Acquisition Property in such condition, and subject to such Encumbrances, as existing of the Closing Date, without any representations or warranties whatsoever, expressed or implied (which representations and warranties Landlord shall be deemed to have waived), except that Tenant shall pay off, discharge and release all mortgages, deeds of trust and other monetary liens affecting the Business Acquisition Property.

(h) Landlord shall have the right, at any time before the delivery of such deed, bill of sale and/or assignment, to terminate the exercise of its option under this Section 17.2 with respect to any Business Acquisition Property.

(i) Tenant shall be subject to specific performance of its obligations under this Section.

ARTICLE XVIII

MISCELLANEOUS

18.1 Landlord - Tenant Relationship. Nothing contained in this Agreement creates any relationship between the parties other than the relationship of lessor and lessee. Whether under the provisions of this Agreement or otherwise, neither Tenant nor any agent, employee, representative, consultant, contractor, or subcontractor of Tenant shall have any power or authority to do any act or thing or to make any contract or agreement which will bind Landlord or the City, nor shall Landlord or the City nor any agent, employee, representative, consultant, contractor or subcontractor of Landlord or the City have any power or authority to do any act or thing or to make any contract or agreement which will bind Tenant. Neither Landlord nor the City shall have any responsibility to Tenant or to any consultant, contractor, subcontractor, supplier, materialmen, workman or other person, firm, or corporation who shall engage in or participate in any design and construction of any Improvements, or additions, alterations, changes or replacements thereto.

18.2 Release. Tenant hereby waives, releases and discharges any and all claims, whether contingent or absolute, whether known or unknown, Tenant or its affiliates might have against all current and prior Trustees and Officers of Landlord arising out of or relating to their actions as Trustees or Officers of Landlord and the operation, maintenance and development of the Winter Park Resort prior to the Effective Date; provided that, with respect to any Officer specifically referenced in Section 13.2 hereof, this release shall be ineffective to the extent of errors or omissions in the representations and warranties contained in such section which are a direct result of fraud or willful misconduct of such Officer.

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18.3 Dollar Value. Unless otherwise specifically provided in this Agreement, amounts specified in dollars shall not be adjusted for inflation or otherwise.

18.4 Captions. The captions and headings appearing in this Agreement have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Agreement or any of its provisions.

18.5 Partial Invalidity. If for any reason whatsoever, any term, obligation or condition of this Agreement, or the application thereof to any Person or circumstance, is to any extent held or rendered invalid, unenforceable or illegal, then:

(a) Such term, obligation or condition shall be deemed to be independent of the remainder of the Agreement and to be severable and divisible therefrom, and its invalidity, unenforceability or illegality shall not affect, impair or invalidate the remainder of the Agreement or any part thereof; and

(b) The remainder of the Agreement not affected, impaired or invalidated will continue to be applicable and enforceable to the fullest extent permitted by law against any Person and circumstance other than those as to which it has been held or rendered invalid, unenforceable and illegal.

18.6 Attorneys’ Fees. Notwithstanding anything to the contrary contained in this Agreement, if either Party institutes legal proceedings against the other with respect to the Agreement, or the use, occupancy or condition of the Leased Assets, the nonprevailing party shall pay to the prevailing party an amount equal to all reasonable attorneys’ fees and disbursements and all other reasonable costs and expenses incurred by the prevailing party in connection therewith.

18.7 Waiver of Breach. No waiver or breach of any covenant, condition or agreement herein contained shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof.

18.8 Currency. All transactions referred to in this Agreement shall be made in the lawful money of the United States of America. All references to payment in this Agreement include reference to payments by cash, check, wire or electronic funds transfer and other methods of payment made and used from time to time in the United States of America.

18.9 Written Agreement. It is understood and agreed by and between the Parties hereto that this Agreement contains the final and entire agreement between said parties, and that they shall not be bound by any terms, statements, conditions or representations, oral or written, express or implied, not herein contained except for any prior agreement with respect to indemnification. This Agreement may not be modified orally or in any manner other than by written agreement signed by the Parties hereto.

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18.10 Further Assurances. The Parties shall execute, have acknowledged, deliver and/or record from time to time such other appropriate additional or supplemental agreements, certificates and other documents and instruments, and take such other actions as may be necessary to make this Agreement legally effective, binding and enforceable between them and against third Persons and as may otherwise be reasonably required to carry out the intent of this Agreement.

18.11 Notices. Any notice to be given to any party pursuant to any provision of this Agreement shall be in writing, shall be (a) hand-delivered to such party at the address(es) set forth below (or at such other address(es) as may be specified by notice as herein provided), (b) sent by telecopy to the facsimile number for such party listed below (or to such other number as may be specified by notice as herein provided, or (c) sent by FedEx or other nationally recognized overnight courier service to the address of such party; and, if hand-delivered, shall be deemed received when delivered; if sent by facsimile, shall be deemed received upon confirmation of receipt either by telephone or by facsimile; and if sent by FedEx or other nationally-recognized overnight courier service, shall be deemed received one business day after having been deposited with FedEx or such other nationally-recognized overnight courier service if designated for next day delivery, addressed as follows:

To Tenant:	Intrawest/Winter Park Operations Corporation
	P.O. Box 5178
	325 Lake Dillon Drive, Suite 205
	Dillon, Colorado 80436
	Facsimile No.: 970-468-1808
	Confirmation No.: 970-468-1822
With copies to:	Intrawest Corporation
	Suite 800,200 Burrard Street
	Vancouver, BC
	CANADA V6C 3L6
	Attention: Gary L. Raymond
	AND
	Corporate Secretary
	Facsimile No.: (604) 669-0605
	Confirmation No.: (604) 669-9777
And to:	Jacobs Chase Frick Kleinkopf & Kelley, LLC
	1050 17th Street, Suite 1500
	Denver, Colorado 80265
	Attention: David D. Kleinkopf and Steven M. Cohen
	Facsimile No.: (303) 685-4869
	Confirmation No.: (303) 685-4800

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To Landlord:	Winter Park Recreational Association
	Attention: President c/o Richard C. Linquanti, Esq.
	Ireland, Stapleton, Pryor & Pascoe, P.C.
	1675 Broadway, Suite 2600 Denver, Colorado 80202
	Facsimile No.: (303) 623-2062
	Confirmation No.: (303) 623-2700
With copies to:	Denver City Attorney’s Office
	1437 Bannock Street, Room 353
	Denver, Colorado 80202-5375
	Attention: Supervisor, Land Use and Revenue
	Facsimile No.: (720) 913-3180
	Confirmation No.: (720) 913-3280
And to:	Ireland, Stapleton, Pryor & Pascoe, P.C.
	1675 Broadway, Suite 2600
	Denver, Colorado 80206
	Attention: Richard C. Linquanti
	Facsimile No.: (303) 623-2062
	Confirmation No.: (303) 623-2700

18.12 Governing Law. This Agreement shall be construed and governed by the laws of the State of Colorado and the United States, as applicable. Should any provision of this Agreement and/or its conditions be illegal or not enforced under the laws of said state, it or they shall be considered severable and the Agreement and its conditions shall remain in force and be binding upon the parties hereto as though the said provision had never been included.

18.13 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

18.14 City as Beneficiary. The City is a third party beneficiary of the Landlord’s rights under this Agreement.

18.15 Time of the Essence. Time is of the essence for the performance of all obligations and the taking of all actions provided for in this Agreement.

18.16 Venue. The Parties agree that any litigation brought by either of them that relates to this Lease shall be brought in the state or federal courts in Denver, Colorado.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.

LANDLORD:
WINTER PARK RECREATIONAL ASSOCIATION
By:	/s/ Rick Pederson
Name:	Rick Pederson
Title:	President

TENANT:
INTRAWEST/WINTER PARK OPERATIONS CORPORATION
By:	/s/ Gary L. Raymond
Name:	Gary L. Raymond
Title:	President

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STATE OF COLORADO	)
	)	ss.
CITY AND COUNTY OF DENVER	)

The foregoing instrument was acknowledged before me this 20 day of December, 2002, by Rick Pederson as President of Winter Park Recreational Association, a Colorado non-profit corporation.

WITNESS my hand and official seal.
	/s/ Sharon Smith
	Notary Public
My commission expires: 7-10-04.	[SEAL]

STATE OF COLORADO	)
	)	ss.
CITY AND COUNTY OF DENVER	)

The foregoing instrument was acknowledged before me this 20day of December, 2002 by Gary L. Raymond as President of Intrawest/Winter Park Operations Corporation, a Delaware corporation.

WITNESS my hand and official seal.
	/s/ Sharon Smith
	Notary Public
My commission expires: 7-10-04.	[SEAL]

EXHIBIT A TO LEASE AND OPERATING AGREEMENT

ADDITIONAL CONSIDERATION AGREEMENT

This Agreement is entered into as of _________________, 2002, by and between INTRAWEST/WINTER PARK HOLDINGS CORPORATION, a Delaware corporation (“Intrawest Holdings Corp”), and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“WPRA”).

WPRA, as Landlord, and INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (together with its successors and assigns, “Intrawest Ops Corp”), as Tenant, wish to execute that certain Lease and Operating Agreement of even date herewith (the “Lease”), pursuant to which WPRA will lease or sublease to Intrawest Ops Corp certain real and personal property located in Grand County, Colorado used in the operation of the mountain resorts known, as of the date hereof, as Winter Park, Mary Jane and Vasquez (collectively, the “Winter Park Resort”). WPRA and INTRAWEST/WINTER PARK INTRAWEST DEVELOPMENT CORPORATION, a Delaware corporation (“Intrawest Development Corp”), wish to execute an Option Agreement of even date herewith (the “Option”) under which WPRA will grant to Intrawest Development Corp the option to purchase certain real property (“Developable Real Property”) in the immediate vicinity of the Winter Park Resort.

Intrawest Holdings Corp is the direct parent corporation of Intrawest Ops Corp and Intrawest Development Corp. In order to induce WPRA to enter into the Lease with Intrawest Ops Corp and the Option with Intrawest Development Corp, Intrawest Holdings Corp is willing to enter into this Agreement, which WPRA is willing to accept as a necessary and sufficient inducement to enter into the Lease and Option.

Intrawest Corporation, a corporation continued pursuant to the Canada Business Corporation Act (“Intrawest Corp”), is the ultimate parent corporation of Intrawest Holdings Corp. Intrawest Corp has guaranteed Intrawest Holding Corp’s payment obligations under this Agreement pursuant to a separate guaranty agreement that has been delivered to WPRA.

Now, therefore, in consideration of the covenants set forth in this Agreement, Intrawest Holdings Corp and WPRA agree as follows, for their mutual benefit and for the third-party benefit of Intrawest Ops Corp, Intrawest Development Corp and the CITY AND COUNTY OF DENVER, a Colorado municipal corporation (the “City”), as applicable.

1. As used in this Agreement, the term “Required Quarterly Payment” shall mean payments in the amount of $500,000 due and payable each July 1, October 1, January 1 and April 1 from October 1, 2002 and ending with the payment on July 1, 2012 (each a “Required Quarterly Payment Date”). On each Required Quarterly Payment Date, beginning effective October 1, 2002 and ending with the payment on July 1, 2012, Intrawest Holdings Corp shall pay to the City the Required Quarterly Payment without any abatement, diminution, or reduction of, setoff or deduction.

2. The term “Cash Flow for Annual Payment” when used in this Agreement shall have the same meaning as defined for such term in the Lease. The amount by which the aggregate of the Required Quarterly Payments exceeds Cash Flow for Annual Payment of Intrawest Ops Corp for a given Fiscal Year (July 1-June 30) shall be considered a prepayment and credited with respect to Intrawest Development Corp’s option to acquire parcels pursuant to and in accordance with the terms of the Option. The first Fiscal Year shall be a short year covering the period October 1, 2002 through June 30, 2003.

3. The occurrence or existence of any one or more of the following events or circumstances shall constitute a “Default” by Intrawest Holdings Corp under this Agreement and shall give rise to the right of WPRA or the City, by notice to Intrawest Holdings Corp, to exercise its remedies as set forth below in paragraph 4:

(a) Intrawest Holdings Corp fails to pay when due any Required Quarterly Payment, and does not cure such failure within five (5) business days after WPRA or the City shall have given to Intrawest Holdings Corp written notice specifying such failure;

(b) WPRA declares an Event of Default by Intrawest Ops Corp under the Lease and the default is not cured as therein provided, and WPRA has elected to exercise its right to accelerate future Rental Payments under the Lease as a result of such Event of Default;

(c) Intrawest Holdings Corp shall become insolvent (as such term is defined under Section 101 of the Federal Bankruptcy Code, 11 U.S.C. 101 et seq. (the “Federal Bankruptcy Code”), or any successor statute thereto); or shall fail to pay its debts generally as they mature; or shall seek the benefit of any present or future federal or state insolvency statute; or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Federal Bankruptcy Code or under any other law or statute of the United States or of any state thereof, or consent to the appointment of a receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its property; or an order for relief shall be entered by or against Intrawest Holdings Corp under any chapter of the Federal Bankruptcy Code and shall not be dismissed or stayed within sixty (60) days after the entering of the order of appointment of receiver or trustee;

(d) By order or decree of a court, Intrawest Holdings Corp shall be adjudged a debtor or bankrupt, or an order shall be made approving a petition filed by any of its creditors or by any of its stockholders, seeking its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy Code or under any other law or statute of the United States, and such adjudication, order or decree shall not be stayed or vacated within sixty (60) days of its issuance;

(e) A petition under any chapter of the Federal Bankruptcy Code or an action under any federal or state insolvency law or statute shall be filed against Intrawest Holdings Corp and shall not be dismissed or stayed within sixty (60) days after the filing thereof;

(f) By or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer, a receiver, trustee, custodian, liquidator or other similar official shall take possession or control of all or substantially all of the property of Intrawest Holdings Corp, and such possession or control shall continue in effect for a period of sixty (60) days; or

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(g) Except in conjunction with a permitted assignment pursuant to Section 16.2 of the Lease, Intrawest Holdings Corp shall become a person in legal dissolution, liquidation or otherwise in termination.

4. (a) For the purposes of this Paragraph 4, the following terms shall have the meanings hereinafter set forth:

	(i) The “Damages Calculation Date” means the date as of which damages under this Paragraph 4 are calculated.
	(ii) The “Default Period” means the period from the occurrence of an uncured Default through (and including) September 30, 2012.
(b) If a Default occurs under this Agreement and remains uncured, then WPRA or the City shall have the right to a claim for damages equal to (i) any and all Required Quarterly Payments which have accrued or which would accrue in the absence of a Default over the Default Period but which remain unpaid as of the Damages Calculation Date, plus (ii) all costs and expenses of collecting such damages, including reasonable attorneys’ fees. If WPRA declares a Default that is solely the occurrence of an Event of Default under the Lease that is not cured as therein provided, and WPRA has elected to exercise its right to accelerate future Rental Payments under the Lease as a result of such Event of Default, the amount payable under (b)(i) above shall be discounted to present value and shall be reduced by the then present value of any rent and other sums that WPRA can reasonably be expected to receive over the Default Period upon reletting the “Leased Assets” (as defined in the Lease), whether or not Landlord actually attempts to relet the Leased Assets, but only to the extent such rent and other sums have not been applied to reduce WPRA’s actual damages in accordance with Section 15.2 of the Lease. Except as expressly provided above, all payments shall be made by Intrawest without any abatement, diminution, or reduction of, setoff, discount or deduction. Landlord shall have no obligation to relet the Leased Assets, but WPRA shall otherwise be required to mitigate damages arising out of a Default.
(c) If any law shall limit the amount of such damages to less than the amount for which this Paragraph 4 provides, WPRA shall be entitled to the maximum amount allowable under such law, WPRA expressly waives all claims to consequential, exemplary or punitive damages.

5. If the Lease terminates on or before September 1, 2012, for any reason other than as a result of an Event of Default under the Lease, then this Agreement, and all of the obligations of WPRA and Intrawest Holdings Corp under this Agreement, shall terminate as of the date of the termination of the Lease. Intrawest Holdings Corp shall pay the Required Quarterly Payments due from time to time up to and including such termination date, and, if such termination occurs on a date other than a Required Quarterly Payment Date, then the Required Quarterly Payment payable for the partial quarter immediately before such termination date shall be prorated at the daily rate at which the Required Quarterly Payments accrue under this Agreement for each day of such partial quarter falling on or before such termination date.

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6. Amounts specified in dollars shall mean U.S. Dollars, shall not be adjusted for inflation or otherwise, and shall not be discounted to present value or otherwise.

7. Intrawest Holdings Corp hereby waives, releases and discharges any and all claims, whether contingent or absolute, whether known or unknown, Intrawest Holdings Corp or its affiliates might have against all current and prior Trustees and Officers of WPRA arising out of or relating to their actions as Trustees or Officers of WPRA and the operation, maintenance and development of the Winter Park Resort prior to the Effective Date of the Lease; provided that, with respect to any Officer specifically referenced in Section 13.2 of the Lease, this release shall be ineffective to the extent of errors or omissions in the representations and warranties contained in such section which are a direct result of fraud or willful misconduct of such Officer.

8. If for any reason whatsoever, any term, obligation or condition of this Agreement, or the application thereof to any person or circumstance, is to any extent held or rendered invalid, unenforceable or illegal, then:

(a) Such term, obligation or condition shall be deemed to be independent of the remainder of the Agreement and to be severable and divisible therefrom, and its invalidity, unenforceability or illegality shall not affect, impair or invalidate the remainder of the Agreement or any part thereof; and

(b) The remainder of the Agreement not affected, impaired or invalidated will continue to be applicable and enforceable to the fullest extent permitted by law against any person and circumstance other than those as to which it has been held or rendered invalid, unenforceable and illegal.

9. No waiver or breach of any covenant, condition or agreement herein contained shall operate as a waiver of the covenant, condition or agreement itself, or of any subsequent breach thereof.

10. It is understood and agreed by and between the parties hereto that this Agreement contains the final and entire agreement between said parties, and that they shall not be bound by any terms, statements, conditions or representations, oral or written, express or implied, not herein contained. This Agreement may not be modified orally or in any manner other than by written agreement signed by the parties hereto.

11. The parties shall execute, have acknowledged and deliver from time to time such other appropriate additional or supplemental agreements, certificates and other documents and instruments, and take such other actions as may be necessary to make this Agreement legally effective, binding and enforceable between them and against third persons and as may otherwise be reasonably required to carry out the intent of this Agreement,

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12. Any notice to be given to any party pursuant to any provision of this Agreement shall be in writing, shall be (a) hand-delivered to such party at the address(es) set forth below (or such other address(es) specified by notice as herein provided), (b) sent by telecopy to the facsimile number for such party listed below (or such other number specified by notice as herein provided), or (c) sent by FedEx or other nationally-recognized overnight courier service to the address of such party; and, if hand-delivered, shall be deemed received when delivered; if sent by facsimile, shall be deemed received upon confirmation of receipt either by telephone or by facsimile; and if sent by FedEx or other nationally-recognized overnight courier service, shall be deemed received one business day after having been deposited with FedEx or such other nationally-recognized overnight courier service if designated for next day delivery, addressed as follows:

To Intrawest Holdings Corp:	Intrawest Corporation
	Suite 800, 200 Burrard Street
	Vancouver, BC
	CANADA V6C 3L6
	Attention: Gary L. Raymond
	AND
	Corporate Secretary
	Facsimile No.: (604) 669-0605
	Confirmation No.: (604) 669-9777
And to:	Jacobs Chase Frick Kleinkopf & Kelley, LLC
	1050 17th Street, Suite 1500
	Denver, Colorado 80265
	Attention: David D. Kleinkopf
	and Steven M. Cohen
	Facsimile No.: (303) 685-4869
	Confirmation No.: (303) 685-4800
To WPRA:	Winter Park Recreational Association
	c/o Ireland, Stapleton, Pryor & Pascoe, P.C.
	1675 Broadway, Suite 2600
	Denver, Colorado 80206
	Attention: Richard Linquanti
	Facsimile No.: (303) 623-2062
	Confirmation No.: (303) 623-2700
With copies to:	Denver City Attorney’s Office
	1437 Bannock Street, Room 353
	Denver, Colorado 80202-5375
	Attention: Supervisor, Land Use and Revenue
	Facsimile No.: (720) 913-3180
	Confirmation No.: (720) 913-3280

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And to:	Ireland, Stapleton, Pryor & Pascoe, P.C.
	1675 Broadway, Suite 2600
	Denver, Colorado 80206
	Attention: Richard Linquanti
	Facsimile No.: (303) 623-2062
	Confirmation No.: (303) 623-2700

13. This Agreement shall be construed and governed by the laws of the State of Colorado.

14. This Agreement may be executed in counterparts, both of which shall be deemed an original but all of which together will constitute one and the same instrument.

15. The City is a third party beneficiary of WPRA’s rights under this Agreement.

16. Time is of the essence for the performance of all obligations and the taking of all actions provided for in this Agreement.

17. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

     IN WITNESS WHEREOF, Intrawest Holdings Corp and WPRA have caused this Agreement to be executed by their duly authorized officers, as of the day and year first above written.

WINTER PARK RECREATIONAL
ASSOCIATION

By:

Name:

Title:

INTRAWEST/WINTER PARK HOLDINGS
CORPORATION

By:

Name:

Title:

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EXHIBIT B
TO LEASE AND OPERATING AGREEMENT

Current Capital Maintenance Items

ON MOUNTAIN CAPITAL

BUILDINGS
a)	Replace Water Tanks as appropriate
b)	Upgrade FF&E for F&B facilities
LIFTS
a)	Upgrades, improvements and replacements of various Lift systems
SKI TRAILS AND SNOWMAKING
a)	Snowboard Park and Halfpipe
b)	Snowmaking Improvements
c)	Replace Compressors as appropriate
MOUNTAIN INFRASTRUCTURE
a)	Switchgear and Transformer upgrades
VEHICLES AND EQUIPMENT
a)	Reduce average age of Grooming fleet
b)	Reduce average age of Snowmobiles and Trucks
c)	Acquire new Grooming Equipment (winch, pipe, shaper)
SOFT COSTS
a)	Surveying, mapping, engineering, planning, environmental, permits, legal, construction management, etc.

EXHIBIT C
TO LEASE AND OPERATING AGREEMENT

EMPLOYEE BENEFIT PLANS - PENSION

Pension Plan (Defined Benefit)	WPRA Pension Plan (Amended and Restated June 1, 1997)
401 (k) Savings and Investment Plan	WPRA Savings & Investment Plan
Supplemental Executive Retirement Plan	WPRA Supplemental Executive Retirement Plan, Plan & Trust Documents Board Resolution, as of January 25, 1992
	•	First Amendment, May 1, 1994
	•	Second Amendment, September 1, 1996

CC-1

EXHIBIT D
TO LEASE AND OPERATING AGREEMENT

EMPLOYEE BENEFIT PLANS – WELFARE

*Early Education Center (Low cost childcare for dependent ages 2 months to 6 years)

*Scholarship Program

*Jury Duty time off

*Dental Insurance (Employee Paid)

*Sick Leave

*Vacation

*Funeral Leave

*Holiday Flex Time (48 hours)

Life Insurance	Group Benefits Plan January 1, 2002
Voluntary Group Life Insurance	Group Benefits Plan January 1, 2002
Accidental Death and Dismemberment Insurance	Group Benefits Plan January 1, 2002
Short Term Disability	Group Benefits Plan January 1, 2002
Long Term Disability	Group Benefits Plan January 1, 2002
Health Insurance	Group Benefits Plan January 1, 2002
Flexible Spending Account Plan	Health Care Flexible Spending Account Plan WPRA January 1, 2002
	Dependant Care Flexible Spending Account Plan WPRA January 1 2002

* Winter Park Resort 2001-2002 Employee Handbook

DD-1

EXHIBIT E
TO LEASE AND OPERATING AGREEMENT

EMPLOYEE BENEFIT PLANS - ADDITIONAL PLANS OR POLICIES

*Employee Assistance Program

*Employee Discounts (retail, repair, rental, and food in WPRA and tenant operated outlets)

*Fitness Program (using WPRA fitness center)

*Real Deal/Reciprocal Skiing/Riding

*Summer Program privileges (summer pass at no cost and discounted activity tickets)

*Employee Shuttle Service

*No cost and discounted Snowcat and Snowshoe Tours through WPRA Tour Center

*Direct Deposit

*Complimentary Employee Ski Passes

*Discounted Dependent Ski Pass
OR Discounted one-day tickets

*Complimentary Ski or Ride Lessons

*Notary Service

*Credit Union Membership Available

*Emergency Service Volunteer Time Off

Senior Officer Physical Examinations	No document (historic company policy not reduced to writing)
Severance Policy	“Benefits Paid Out at Termination” (Revised 4/19/01) (Policy Summary),
	VP Severance Plan adopted June 3, 2000 by Resolution of the WPRA Board.

*Winter Park Resort 2001-2002 Employee Handbook

EE-1

EXHIBIT F
TO LEASE AND OPERATING AGREEMENT

Filed as Exhibit 10.4 to the Registration Statement

Date/Time of Last Edit
September 16, 2002 2:36 pm

EXHIBIT G
TO LEASE AND OPERATING AGREEMENT

WATER RIGHTS

WATER RIGHTS OWNED OR LEASED BY WINTER PARK RECREATIONAL ASSOCIATION
Snowmaking Water		Decree/Agreement
Denver Water Board Collection System (physical source)	WPRA may divert 450 acre feet annually subject to snowmaking return flow recapture requirements	Per Clinton Reservoir-Fraser River Water Agreement dated 07/21/1992
Clinton Ditch & Reservoir Company (replacement water)	WPRA is 8.63% shareholder. 90 acre feet (consumptive use) of Clinton Reservoir water is released annually to repay Denver Water Board	92CW332
Bypass Water (Municipal Water)		Decree/Agreement
Vasquez Wells (physical source)	Vasquez Well No. B1 - 25 gpm conditional	92CW333
	Vasquez Well No. B2 - 25 gpm conditional	92CW333
	Vasquez Well No. B3 - 25 gpm conditional	92CW333
	Vasquez Well No. B4 - 25 gpm conditional	92CW333
	Vasquez Well No. B5 - 25 gpm conditional	92CW333
	Vasquez Well No. B6 - 25 gpm conditional	92CW333
	Vasquez Well No. M1 - 25 gpm conditional	92CW333
	Vasquez Well No. M2 - 25 gpm conditional	92CW333
	Vasquez Well No. M3 - 25 gpm conditional	92CW333
	Vasquez Well No. T1 - 25 gpm conditional	92CW333
	Vasquez Well No. T2 - 25 gpm conditional	92CW333
	Vasquez Well No. T3 - 25 gpm conditional	92CW333
Denver Water Board Collection System/Points of Rediversion (physical source)	W.P. Base Diversion Point No. 1 - 0.67 cfs absolute (APD)	92CW333
	W.P. Base Diversion Point No. 2 - 0.67 cfs absolute (APD)	92CW333
	Vasquez Mountain Canal Diversion Point (APD)	92CW333

Date/Time of Last Edit
September 16, 2002 2:36 pm

Terms and Conditions Affecting Use of Bypass Water	(a) Annual diversions limited to 74 acre feet; 66.5 acre feet for Vasquez Wells and 7.5 acre feet for W.P. Base Diversion Nos. 1 and 2
(replacement source)
	(b) 44 acre feet can be delivered yearly from 9/15 - 5/15
	(c) 30 acre feet can be delivered year round (i.e. also available 5/16 - 9/14)
	(d) To be replaced with 9.27 acre feet of Windy Gap or Wolford Mountain Reservoir water obtained under Middle Park water allotment contracts	MPWCD/WPRA Water Allotment Contract dated 04/19/95; MPWCD/WPRA Standby Contract for Wolford Mountain Reservoir Water dated 02/14/02.
20% Water (Municipal Water)		Decree/Agreement
Purchase of Original 20% Water from the City of Arvada	WPRA conveyed Arvada water to Denver Water Board. In exchange, WPRA may divert 16 acre feet annually from Winter Park and Mary Jane wells	DWB/WPRA Agreement Concerning 20% Water dated 02/27/92, as amended by Agreement dated 07/28/92
Purchase of Additional 20% Water from the City of Arvada	25.44 acre feet of Additional 20% Water. WPRA’s interests in certain additional “20% Water” which includes, without limitation, 0.3661 cfs of water from the Diamond Bar Tee No. 2 Ditch, said ditch having been adjudicated by decree dated August 11, 1906, under Priority No. 114, with an appropriation date of September 15, 1900, and having its source of supply Ranch Creek, a tributary of the Fraser River, together with a proportionate interest in that restrictive covenant recorded in the Grand County real property records at Reception No. 298702. WPRA is negotiating with Denver Water Board to arrange for deliveries of the water using Denver’s delivery facilities and structures.	DWB/WPRA Temporary Delivery Agreement dated 10/30/00; no permanent agreement in place
On-Mountain Wells at Winter Park and Mary Jane (physical source)	Sunspot Well No. 1 - 20 gpm absolute	91CW240/98CW169
	Sunspot Well No. 2 - 5 gpm absolute	91CW240/98CW169
	Snoasis Well No. 1 - 10 gpm absolute	91CW240
	Snoasis Well No. 2 - 10 gpm absolute	91CW240
	Lunch Rock Well No. 1 - 25 gpm absolute	91CW240/98CW169
	Lunch Rock Well No. 2 - 25 gpm conditional	91CW240/98CW169

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Date/Time of Last Edit
September 16, 2002 2:36 pm

Wilson Way Building Well No. 1 - 14 gpm absolute	91CW240/98CW168/ 98CW169
Mary Jane Maintenance Building Well No. 1 - 15 gpm absolute	91CW240/98CW168
Mary Jane Day Center Well DC No. 2 - 20 gpm absolute	91CW240/98CW168
Sunspot Well No. 4 - 25 gpm absolute	92CW319

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Date/Time of Last Edit
September 16, 2002 2:36 pm

Terms and Conditions Affecting Use of On-Mountain Wells (replacement source)	(a) Total cumulative diversions not to exceed 16 acre feet annually
	(b) To be replaced with 2.0 acre feet of Windy Gap or Wolford Mountain Reservoir water obtained under Middle Park Water Allotment Contracts	MPWCD/WPRA Water Allotment Contract dated 05/05/92; MPWCD/WPRA Standby Contract for Wolford Mountain Reservoir Water dated 02/14/02
Base Area Domestic and Irrigation Water		Decree/Agreement
Treated Domestic Water Supplied by the Winter Park Water and Sanitation District
Raw Water for Irrigation of Winter Park Base Area	Provided by taps in the Denver Water Board’s Siphon Nos. 1 and 1A. This irrigation water is accounted for out of WPRA’s Bypass Water entitlement	92CW333
Raw Water for Irrigation of Mary Jane Base Area	Irrigation of less than one acre of landscaping adjacent to Mary Jane Day Center from Mary Jane Day Center Well DC #2	91CW240
USFS Special Use Permit Limitations
The WPRA Special Use Permit contains the following language that may affect the ownership of water rights acquired by WPRA for use in the operation of the Winter Park Resort. Section 34. d. “... All water right acquired or claimed by the permittee during the term of this permit which involve diversions of water directly from National Forest System lands, to the extent the same are applied to beneficial use on National Forest System lands authorized under this permit, shall be acquired by the permittee and transferred to the United States. Such transactions are subject to the permit holder’s right of use.”

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EXHIBIT H
TO LEASE AND OPERATING AGREEMENT
GUARANTY AGREEMENT

          THIS GUARANTY AGREEMENT is entered into as of _______________, 2002, between (i) INTRAWEST CORPORATION, a corporation duly continued under the Canada Business Corporations Act (the “Guarantor”), and (ii) WINTER PARK RECREATIONAL ASSOCIATION, a Colorado non-profit corporation (the “WPRA”), for itself and as agent for the City and County of Denver, a Colorado municipal corporation.

RECITALS

          WPRA owns, leases and licenses certain real and personal property located in Grand County, Colorado used in the operation of the mountain resorts known, as of the date hereof, as Winter Park, Mary Jane and Vasquez (collectively, the “Winter Park Resort Area”).

          Pursuant to a certain Lease of even date herewith (the “Lease”), between WPRA and Intrawest/Winter Park Operations Corporation, a Delaware corporation (the “Tenant”), WPRA has agreed to allow the Tenant to operate the Winter Park Resort Area, and in connection therewith, has agreed to lease or sublease certain assets to the Tenant in accordance with the terms and conditions of the Lease.

          Pursuant to a certain Option Agreement of even date herewith (the “Option Agreement”), between WPRA and Intrawest/Winter Park Development Corporation, a Delaware corporation (the “Optionee”), the WPRA has granted to the Optionee an option to purchase certain developable land within the Winter Park Resort Area in accordance with the terms and conditions of the Option Agreement.

          Pursuant to a certain Additional Consideration Agreement of even date herewith (the “Consideration Agreement”) between WPRA and Intrawest/Winter Park Holdings Corporation, a Delaware corporation (“Holdings”), which is the parent corporation to Tenant and Optionee, WPRA will receive certain quarterly payments from Holdings from October 1, 2002 through July 1, 2012, to induce WPRA to enter into the Lease and the Option Agreement.

          Guarantor is the ultimate parent entity of Holdings, Tenant, and Optionee. It is a condition precedent to the effectiveness of the Lease and the Option Agreement that the Guarantor guarantee to the WPRA the payment of certain of the obligations of the Tenant to the WPRA under the Lease, of the Optionee to the WPRA under the Option Agreement and of Holdings under the Consideration Agreement.

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          Accordingly, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and in order to induce the WPRA to enter into the Lease, the Option Agreement and the Consideration Agreement, the Guarantor agrees with the WPRA as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 Certain Terms. The following terms, when used in this Agreement, including the introductory paragraph and Recitals hereto, shall, unless the context otherwise requires, have the following meanings:

          “Agreement” or “Guaranty” means this Guaranty Agreement.

          “Consideration Agreement” is defined in the introductory paragraphs hereto.

          “Guaranteed Obligations” is defined in Section 2.1 hereof.

          “Guarantor” is defined in the introductory paragraphs hereto.

          “Holdings” is defined in the introductory paragraphs hereto.

          “Lease” is defined in the introductory paragraphs hereto.

          “Option Agreement” is defined in the introductory paragraphs hereto.

          “Optionee” is defined in the introductory paragraphs hereto.

          “Proven Damages” means damages claimed by WPRA and not contested, or damages awarded after trial or arbitration, as applicable, on a disputed claim and no longer subject to appeal.

          “Tenant” is defined in the introductory paragraphs hereto.

          “WPRA” is defined in the introductory paragraph hereto.

          Section 1.2 Lease and Option Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement that are defined in the Lease shall have the meanings given to such terms in the Lease. Terms used in this Agreement that are defined in the Option Agreement but not in the Lease shall have the meanings given to such terms in the Option Agreement.

          Section 1.3 General Provisions Relating to Definitions. Terms for which meanings are defined in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term “including” means including, without limiting the generality of any description preceding such term. Each reference herein to any person shall include a reference to such person’s successors and assigns. References to any instrument defined in this Agreement refer to such instrument as originally executed or, if subsequently amended or supplemented from time to time, as so amended or supplemented and in effect at the relevant time or reference thereto.

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ARTICLE II

THE GUARANTY

          Section 2.1 Guaranty of Guaranteed Obligations. The Guarantor hereby absolutely, unconditionally and irrevocably, guarantees, the punctual payment in full of all Guaranteed Obligations. The term “Guaranteed Obligations” means and includes (a) any and all of Tenant’s financial obligations under Article V of the Lease (including without limitation Tenant’s obligation to pay rent to WPRA, to reserve and expend the Required Annual Capital Maintenance Amount, and to pay to WPRA the Reimbursable Transaction Costs), (b) Tenant’s obligations under the Lease to pay to WPRA any Proven Damages (including without limitation any Proven Damages that consist of accelerated rent) due thereunder as a result of an Event of Default, (c) Tenant’s obligation under Article VIII of the Lease to indemnify WPRA as described therein, (d) Optionee’s obligation under Article III of the Option Agreement to pay for sufficient Development Parcels for the development of 570 Residential Units on the terms and conditions described in such Option Agreement, (e) Optionee’s obligation under Article V of the Option Agreement to pay the Actual Sales Price, and (f) Holdings’ obligation to make the payments to WPRA under the Consideration Agreement, whether any of the foregoing obligations now exist or arise after the Effective Date and whether such obligations are absolute or contingent, liquidated or unliquidated.

          Section 2.2 Liability of Guarantor Absolute. The Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety, other than a defense based on payment in full of the Guaranteed Obligations, defenses that Tenant, Optionee or Holdings may properly assert based on the satisfaction or failure to satisfy conditions, or the occurrence of contingencies, set forth in the Lease, the Option Agreement or the Consideration Agreement, and any defense Tenant, Optionee or Holdings may properly assert arising from WPRA’s failure to pay or perform its obligations under the Lease, the Option Agreement or the Consideration Agreement (collectively, the “Permitted Defenses”). In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees as follows:

          (a) WPRA shall not be required first to resort for payment of the Guaranteed Obligations to Tenant, Optionee or Holdings, before enforcing this Guaranty.

          (b) The WPRA may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default under the Lease, the Option Agreement or the Consideration Agreement.

          (c) The obligations of the Guarantor hereunder are independent of the obligations of the Tenant under the Lease, of the Optionee under the Option Agreement, and of Holdings under the Consideration Agreement, and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against the Tenant, Optionee or Holdings, and whether or not the Tenant, Optionee or Holdings, is joined in any such action or actions.

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          (d) The Guarantor’s payment of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge the Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the WPRA is awarded a judgment in any suit brought to enforce the Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit.

          (e) Subject to the terms of the Lease, the Option Agreement and the Consideration Agreement, the WPRA from time to time may, upon such terms as it deems appropriate, without notice to or demand upon the Guarantor and without affecting the validity or enforceability of this Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of the Guarantor’s liability hereunder (i) change any payments, (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment of this Guaranty or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, including, without limitation, any obligation of any person with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of the WPRA in respect of the Guaranty or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the WPRA may have against any such security, including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Tenant or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Lease, the Option Agreement and the Consideration Agreement and under any other related documents.

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          (f) This Guaranty and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the Permitted Defenses), including without limitation the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce, or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including without limitation provisions relating to Events of Default) of the Lease, the Option Agreement or the Consideration Agreement, or of any other guaranty or security for the Guaranteed Obligations; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the WPRA’s consent to the change, reorganization or termination of the corporate structure or existence of the Tenant, the Optionee or Holdings; (v) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vi) any defenses, set-offs or counterclaims which the Tenant, Optionee or Holdings may allege or assert against the Guarantor, or which the Guarantor may allege or assert against the Tenant, the Optionee or Holdings, including but not limited to failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury; and (vii) any other act or thing or omission, or delay to do any act or thing, other than Permitted Defenses, which may or might in any manner or to any extent vary the risk of the Guarantor as an obligor in respect of the Guaranteed Obligations.

Section 2.3 Waivers by Guarantor. The Guarantor hereby waives to the fullest extent permitted by law, for the benefit of the WPRA:

          (a) Any right to require the WPRA, as a condition of payment by such Guarantor, to (i) proceed against the Tenant, the Optionee, Holdings, or any other person, (ii) proceed against or exhaust any security held from the Tenant, the Optionee, Holdings, or any other person, or (iii) pursue any other remedy in the power of the WPRA whatsoever;

          (b) Any defense arising by reason of the incapacity, lack of authority or any disability of the Tenant, the Optionee or Holdings, including, without limitation, any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Tenant, the Optionee or Holdings from any cause other than payment in full of the Guaranteed Obligations or any of the Permitted Defenses;

          (c) Any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

          (d) Any defense based upon any of the WPRA’s errors or omissions in the administration of the Guaranteed Obligations;

          (e) (i) Any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of the Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting the Guarantors liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence or any requirement that the WPRA protect, secure, perfect or insure any security interest or lien or any property subject thereto;

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           (f) Notices, demand, presentment, protest, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Lease, the Option Agreement or the Consideration Agreement, notices of any extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Tenant, the Optionee or Holdings, and notices of any of the matters referred to in Section 2.2 and any right to consent to any thereof; and

          (g) Any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty, other than Permitted Defenses.

Section 2.4 Payment by Guarantor. The Guarantor hereby agrees that upon the failure of the Tenant, the Optionee or Holdings to pay any Guaranteed Obligations when and as the same shall become due, the Guarantor will forthwith upon demand pay, or cause to be paid, in cash, to the WPRA such Guaranteed Obligations.

Section 2.5 Expenses. The Guarantor agrees to pay, or cause to be paid, and to save the WPRA harmless against liability for, any and all reasonable costs and expenses (including reasonable fees and disbursements of counsel and allocated costs of internal counsel) incurred or expended by the WPRA in connection with the enforcement of or preservation of any rights under this Guaranty.

Section 2.6 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full.

Section 2.7 Rights Cumulative. The rights, powers and remedies given to the WPRA by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to the WPRA by virtue of any statute or rule of law or any agreement between the Tenant, the Optionee or Holdings and the WPRA. Any forbearance or failure to exercise, and any delay by the WPRA in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or by construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

Section 2.8 Bankruptcy; Post-Petition Interest; Reinstatement of Guaranty.

          (a) The obligations of the Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of the Tenant, the Optionee or Holdings, or by any defense which the Tenant, the Optionee or Holdings may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

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          (b) The Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced) shall be included in the Guaranteed Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the WPRA, or allow the claim of the WPRA in respect of, any such interest accruing after the date on which such proceeding is commenced.

          (c) The obligations of the Guarantor hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from the WPRA as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes under this Guaranty.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

The Guarantor hereby represents and warrants to the WPRA that the following statements are true and correct:

Section 3.1Corporate Existence. The Guarantor is duly organized, validly existing and in good standing as a corporation continued under the Canada Business Corporations Act, has the corporate power to own its assets and to transact the business in which it is now engaged and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that would not in the aggregate have a material adverse effect on the operations or financial condition of the Guarantor.

Section 3.2 Corporate Power; Authorization; Enforceable Obligations. The Guarantor has the corporate power, authority and legal right to execute, deliver and perform this Guaranty, and all obligations required under this Guaranty, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Guaranty and all obligations required thereunder. No consent of any other person including, without limitation, stockholders and creditors of Guarantor, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by Guarantor in connection with this Guaranty or the execution, delivery, performance, validity or enforceability of this Guaranty and the obligations required thereunder except for such consents which have been validly obtained. This Guaranty has been executed and delivered by a duly authorized officer of the Guarantor, and this Guaranty constitutes the legally valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or equitable principles relating to or limiting creditors’ rights generally.

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Section 3.3 No Legal Bar to this Guaranty. The execution, delivery and performance of this Guaranty will not violate any provision of any existing law or regulation binding on the Guarantor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Guarantor, or the certificate of continuance or bylaws of the Guarantor, or any mortgage, indenture, lease, contract or other agreement, instrument or undertaking by which the Guarantor is a party or by which the Guarantor or any of its assets may be bound, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Amendments, etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by the Guarantor herefrom shall in any event be effective unless the same shall be in writing and signed by the WPRA, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. This Guaranty shall be binding upon Guarantor and its successors and assigns and shall inure to the benefit of WPRA and its successors and assigns.

Section 4.2 Release. Guarantor hereby waives, releases and discharges any and all claims, whether contingent or absolute, whether known or unknown, Guarantor or its affiliates might have against all current and prior Trustees and Officers of WPRA arising out of or relating to their actions as Trustees or Officers of WPRA and the operation, maintenance and development of the Winter Park Resort prior to the Effective Date of the Lease; provided that, with respect to any Officer specifically referenced in Section 13.2 of the Lease, this release shall be ineffective to the extent of errors or omissions in the representations and warranties contained in such section which are a direct result of fraud or willful misconduct of such Officer.

Section 4.3 Illegality. Any invalidity or unenforceability of any provision or application of this Guaranty shall not affect other lawful provisions and applications thereof, and to this end the provisions of this Guaranty are declared to be severable.

Section 4.4 Consent to Jurisdiction. Guarantor (i) irrevocably agrees that any suit, action or other legal proceeding arising out of or relating to this Guaranty may be brought in the State Courts of the State of Colorado or in the United States District Court for the District of Colorado, (ii) consents to the jurisdiction of each such court in any suit, action or proceeding, (iii) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum, and (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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Section 4.5Governing Law. This Agreement shall in all respects be construed in accordance with and governed by the internal laws of the State of Colorado.

Section 4.6Counterparts. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original and both of which shall constitute together but one and the same agreement.

Section 4.7Beneficiary. The City is a third party beneficiary of WPRA’s rights under this Agreement.

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty by its duly authorized officer on ___________, 2002.

GUARANTOR:

INTRAWEST CORPORATION, a corporation
duly continued under the Canada Business
Corporations Act

By:

Title:

The foregoing Guaranty Agreement is hereby accepted by the WPRA as of the date first above written.

WINTER PARK RECREATIONAL
ASSOCIATION, a Colorado non-profit
corporation

By:

Title:

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EXHIBIT I
TO LEASE AND OPERATING AGREEMENT

Owned Real Property

The land, and all buildings, fixtures and other improvements on such land constituting real property in the State of Colorado, described as follows:

PARCEL A

The Village at Winter Park I,
THE VILLAGE AT WINTER PARK MINOR SUBDIVISION,
according to the plat recorded July 6, 1994 at Reception No. 94007421.

PARCEL B

The Village at Winter Park II,
THE VILLAGE AT WINTER PARK MINOR SUBDIVISION,
according to the plat recorded July 6, 1994 at Reception No. 94007421.

PARCEL C

West Parcel,
W.E. EVANS TRACT AT WINTER PARK SUBDIVISION EXEMPTION,
according to the plat filed for the record September 25, 1996 at Reception No. 96008223.

EXCEPT from the above described parcel that portion lying within Winter Park Drive.

PARCEL D

TOWNSHIP 2 SOUTH, RANGE 75 WEST OF THE 6TH P.M.
Tract 41

PARCEL E

TOWNSHIP 2 SOUTH, RANGE 75 WEST of the 6th P.M.
Tracts “A” and “B” and “C” of Exchange Survey No. 367

EXCEPT any portion lying within Winter Park Drive, also known as Grand County Road No. 70, as conveyed to the Town of Winter Park by instrument recorded February 10, 1998 at Reception No. 98001154, and as corrected by instrument recorded February 26, 1998 at Reception No. 98001777.

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PARCEL F

TOWNSHIP 2 SOUTH, RANGE 75 WEST OF THE 6TH P.M.
Tracts 38A and 40

EXCEPT from Tract 40 that portion thereof conveyed to the Town of Winter Park for “Old Town Drive” by Warranty Deed recorded February 10, 1998 at Reception No. 98001153,

AND EXCEPT from Tract 40 that portion thereof conveyed to the Department of Transportation by Warranty Deed recorded February 4, 2002 at Reception No. 2002-001262.

PARCEL G

TOWNSHIP 2 SOUTH, RANGE 75 WEST OF THE 6TH P.M.
Section 10: Tracts 38B, 45 and 49

EXCEPT from Tract 38B that portion thereof conveyed to the Department of Transportation, State of Colorado, by Warranty Deed recorded August 1, 2002 at Reception No. 2002-008001.

AND EXCEPT from Tract 49 that portion thereof conveyed to the Town of Winter Park for Winter Park Drive by Deed recorded ___________________, 2002 at Reception No. 2002-___________________.

PARCEL H

Tracts 44A-1, 44A-2, 44A-3 and 44A-4,
MINOR SUBDIVISION PLAT OF TRACT 44A,
according to the plat recorded February 26, 1998 at Reception No. 98001776.

PARCEL I

Tract 8003, a tract of land located immediately east of Tract 44A, Township 2 South, Range 75 West of the 6th P.M., described by metes and bounds in Interchange Deed recorded January 9, 1997 at Reception No. 97000243 as follows:

Beginning at A.P. #1 S.T.A. 8003, a standard USFS monument on the westerly right-of-way of U.S. Highway 40; Thence S81°31’44”W, 48.76 feet to A.P. #2 identical with original corner #1 of Tract 44A, a standard USFS monument; Thence S21°22’54”E, 51.49 feet on the 1-9 line of Tract 44A to A.P. #3 identical with corner #9 of Tract 44A, a cross marked on a rock; thence S09°04’57”E, 178.56 feet on line 8-9 of Tract 44A, to A.P. #4, a standard USFS monument; Thence N 80°57’16”E, 69.13 feet to A.P. #5 being a point on the westerly right-of-way line of U.S. Highway No. 40, a standard USFS monument; Thence N16°16’48”W, 196.02 feet to A.P. #6, a standard USFS monument; Thence continuing along said right-of-way 34.60 feet along the arc of a curve to the left, having a radius of 1332.50 feet and a central angle of 01°29’16”, (chord bears N20°23’20”W, 34.60 feet) to A.P. #1, the point of beginning.

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PARCEL J

All that portion of the following described parcel of land lying northeasterly of the northeasterly line of that certain parcel of land conveyed to Grand County, Colorado, by deed recorded in Book 232 at Page 187 of the records of Grand County, Colorado:

A portion of the Mary Jane Placer Mining claim (U.S. Mineral Survey No. 16378) in the Fraser Mining District, and embracing portions of Sections 10 and 15, suspended, Township 2 South, Range 75 West of the 6th P.M., more particularly described as follows:

Commencing at Corner No. 1 of said Mining Claim;

Thence North 76°46’15” West and along Line 1-4 of said Mining Claim, for a distance of 490.16 feet to a point on the Northerly boundary of Iron Horse Subdivision Second Replat;

Thence South 45°18’00” East and along the Northeasterly boundary line of said subdivision, for a distance of 574.64 feet to a point on Line 2-1 of said Mining Claim;

Thence North 13°14’15” East and along said Line 2-1, for a distance of 300.00 feet to the point of beginning.

PARCEL K

Lot 5,
FIRST REPLAT OF THE VILLAGE AT WINTER PARK,

according to the plat recorded June 3, 1998 at Reception No. 98005921,

AND

Lots 7, 8 and 9,
SECOND REPLAT OF THE VILLAGE AT WINTER PARK,

according to the plat recorded January 20, 2000 at Reception No. 2000-000625, and as amended by the plat recorded January 20, 2000 at Reception No. 2000-000626.

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PARCEL L

A tract of land in the SW¼SE¼NW¼ Section 33, Township 1 South, Range 75 West of the 6th P.M., described as follows:

Beginning at the Northwest corner of said Lot 9, Block 2, Hide-Away Park; thence North 49°05’31” East, 91.40 feet to a Northerly corner of said Lot 9; thence South 89°57’58” East, 24.00 feet; thence South 03°27’59” East, 205.51 feet to the South line of the tract conveyed to the Town of Winter Park by deed recorded in Book 334 at Page 199; thence North 79°50’27” West, 83.22 feet to a point of curve; thence on a curve to the left having a radius of 230.44 feet and a length of 19.46 feet, to the TRUE POINT OF BEGINNING; thence continuing on the curve to the left having a radius of 230.44 feet and a length of 56.41 feet; thence South 39°52’57” East, 91.49 feet to the west line of said Lot 9; thence North 01°55’42” West, 71.91 feet along the West line of said Lot 9 to the True Point of Beginning.

AND

Lots 11 and 13,
Block 2,
HIDEAWAY PARK

AND

Lot 9,
Block 2,
HIDEAWAY PARK

EXCEPT that portion conveyed to Town of Winter Park, Colorado, a Colorado Home Rule Municipality, by instrument recorded August 17, 1983 in Book 334 at Page 199.

PARCEL M

All that portion of the SE¼NW¼ of Section 33, Township 1 South, Range 75 West of the 6th P.M., described as follows:

Beginning at the Northwesterly corner of Lot 9, Block 2, Hideaway Park from whence the Northeast corner of the SW½SE¼NW¼ of said Section 33 bears N 01°46’ W, 78.00 feet; thence Southerly, along the West line of said Block 2 and said West line extended, 421.20 feet; thence N 42°07’ W, 297.30 feet; thence N 42°55’ E, 273.30 feet to the Point of Beginning.

EXCEPT that tract of land as conveyed by L. E. Hauptman to H. S. Nelson by instrument recorded December 21, 1949 in Book 100 at Page 11 and re-recorded October 11, 1982 in Book 141 at Page 325.

ALSO EXCEPT that tract of land as conveyed by Rule and Order of the Grand County District Court recorded May 24, 1984 in Book 351 at Page 57.

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PARCEL N

A tract of land in the SW¼SE¼NW¼ and in the N½NW¼NE¼SW¼ of Section 33, Township 1 South, Range 75 West of the 6th P.M., described as follows:

Beginning at the most Southerly corner of Wintermoor Townhouses, First Filing;

thence North 43°00’22” East, 100.16 feet;

thence North 13°56’03” West, 119.22 feet;

thence North 46°59’32” West, 174.73 feet to a point on the Southeasterly right of way line of Vasquez Creek Road;

thence North 43°00’22” East, along said right of way line, 135.21 feet;

thence South 42°07’23” East, 297.16 feet;

thence South 1°32’48” East, 384.54 feet;

thence North 47°13’14” West, 291.23 feet to the point of beginning.

PARCEL O

Condominium Unit 4,
Court 20,
MEADOW RIDGE LODGES - COURTS 14-22,

according to the maps filed for record and according to the Condominium Declaration for Meadow Ridge Lodges - Courts No. 14, 15, 16, 17, 18A, 18B, 19, 20, 21 and 22 recorded October 9, 1975 in Book 220 at Page 204, as amended by instrument recorded July 22, 1976 in Book 227 at Page 88, subject to the terms, conditions, provisions and obligations of said condominium declaration, as amended.

PARCEL P

Condominium Unit 5,
Court No. 12,
MEADOW RIDGE LODGES - Courts 9, 10, 11, 12, 13A and 13B,

according to the Maps filed for record as amended, and according to the Condominium Declaration for Meadow Ridge Lodges - Courts 9, 10, 11, 12 and 13, recorded May 11, 1973 in Book 196 at Page 699, as amended by instruments recorded June 18, 1975 in Book 217 at Page 9 and in Book 217 at Page 19.

PARCEL Q

Condominium Unit 6,
MEADOW RIDGE LODGES - COURT NO. 4,

according to the map thereof filed for record as amended and according to the Condominium Declaration for Meadow Ridge Lodges - Court No. 4 recorded October 11, 1972 in Book 191 at Page 278, subject to the terms, conditions, provisions and obligations of said Condominium Declaration.

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PARCEL R

Condominium Unit 1,
Court No. 10,
MEADOW RIDGE LODGES - Courts 9, 10, 11, 12, 13A and 13B,

according to the Maps filed for record as amended, and according to the Condominium Declaration for Meadow Ridge Lodges - Courts 9, 10, 11, 12 and 13, recorded May 11, 1973 in Book 196 at Page 699, as amended by instruments recorded June 18, 1975 in Book 217 at Page 9 and in Book 217 at Page 19.

PARCEL S

Condominium Unit 16,
Court 8,
MEADOW RIDGE LODGES - COURTS NO. 7 and 8,

according to the map thereof filed for record as amended and according to the Condominium Declaration for Meadow Ridge Lodges - Courts No. 7 and 8 recorded May 25, 1973 in Book 197 at Page 237.

PARCEL T

Condominium Unit 2,
Court No. 12,
MEADOW RIDGE LODGES - Courts 9, 10, 11, 12, 13A and 13B,

according to the Maps filed for record as amended, and according to the Condominium Declaration for Meadow Ridge Lodges - Courts 9, 10, 11, 12 and 13, recorded May 11, 1973 in Book 196 at Page 699, as amended by instruments recorded June 18, 1975 in Book 217 at Page 9 and in Book 217 at Page 19.

PARCEL U

Condominium Unit 204,
Building F,
WINTER PARK LODGE II,

according to the Map filed for record, as amended, and according to the Condominium Declaration for Winter Park Lodge II recorded February 7, 1977 in Book 233 at Page 391, as amended by instruments recorded June 15, 1977 in Book 236 at Page 325; September 2, 1981 in Book 297 at Page 970; May 28, 1982 in Book 311 at Page 366; October 15, 1982 in Book 317 at Page 532; January 31, 1983 in Book 322 at Page 870; May 27, 1983 in Book 329 at Page 172; May 16, 1990 in Book 463 at Page 895 and January 29, 1996 at Reception No. 96000792.

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PARCEL V

Condominium Unit 101,
Building C,
WINTER PARK LODGE II,

according to the Map filed for record, as amended, and according to the Condominium Declaration for Winter Park Lodge II recorded February 7, 1977 in Book 233 at Page 391, as amended by instruments recorded June 15, 1977 in Book 236 at Page 325; September 2, 1981 in Book 297 at Page 970; May 28, 1982 in Book 311 at Page 366; October 15, 1982 in Book 317 at Page 532; January 31, 1983 in Book 322 at Page 870; May 27, 1983 in Book 329 at Page 172; May 16, 1990 in Book 463 at Page 895 and January 29, 1996 at Reception No. 96000792.

PARCEL W

Condominium Unit 202,
Building D,
WINTER PARK LODGE II,

according to the Map filed for record, as amended, and according to the Condominium Declaration for Winter Park Lodge II recorded February 7, 1977 in Book 233 at Page 391, as amended by instruments recorded June 15, 1977 in Book 236 at Page 325; September 2, 1981 in Book 297 at Page 970; May 28, 1982 in Book 311 at Page 366; October 15, 1982 in Book 317 at Page 532; January 31, 1983 in Book 322 at Page 870; May 27, 1983 in Book 329 at Page 172; May 16, 1990 in Book 463 at Page 895 and January 29, 1996 at Reception No. 96000792.

PARCEL X

Condominium Unit 101,
Building B,
WINTER PARK LODGE II,

according to the Map filed for record, as amended, and according to the Condominium Declaration for Winter Park Lodge II recorded February 7, 1977 in Book 233 at Page 391, as amended by instruments recorded June 15, 1977 in Book 236 at Page 325; September 2, 1981 in Book 297 at Page 970; May 28, 1982 in Book 311 at Page 366; October 15, 1982 in Book 317 at Page 532; January 31, 1983 in Book 322 at Page 870; May 27, 1983 in Book 329 at Page 172; May 16, 1990 in Book 463 at Page 895 and January 29, 1996 at Reception No. 96000792.

PARCEL Y

Condominium Unit No. 1,
Building No. C,
THE DIVIDE AT FOREST MEADOWS,

as shown on the Condominium Maps for The Divide at Forest Meadows filed April 5, 1983, under Reception No. 202512 and October 5, 1983, under Reception No. 208433 and subject to the Condominium Declaration for The Divide at Forest Meadows recorded April 5, 1983 in Book 326 at Page 304, as amended by instrument recorded October 5, 1983, in Book 337 at Page 122 and any and all supplements or amendments to the Condominium Declaration and Maps as are or may be subsequently recorded.

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PARCEL Z

Condominium Unit No. 3,
Building No. D,
THE DIVIDE AT FOREST MEADOWS,

as shown on the Condominium Maps for The Divide at Forest Meadows filed April 5, 1983, under Reception No. 202512 and October 5, 1983, under Reception No. 208433 and subject to the Condominium Declaration for The Divide at Forest Meadows recorded April 5, 1983 in Book 326 at Page 304, as amended by instrument recorded October 5, 1983, in Book 337 at Page 122 and any and all supplements or amendments to the Condominium Declaration and Maps as are or may be subsequently recorded.

PARCEL AA

Condominium Unit 303,
Building D,
SILVERCREST CONDOMINIUMS,

according to the maps filed for record and according to the Condominium Declaration recorded May 10, 1979 in Book 258 at Page 109 and as amended by instrument recorded December 3, 1979 in Book 268 at Page 775 and November 25, 1970 in Book 284 at Page 69.

PARCEL BB

Lots 13, 14, 15 and that part of Lot 16 lying South of the right-of-way of U.S. Highway 40, Block 7, TABERNASH,

TOGETHER WITH those portions of the alley in said Block 7, and those portions of 4th Street adjacent to said Block 7, as vacated by Resolution No. 1976-7-3 of the Board of County Commissioners of Grand County recorded in Book 227 at Page 351 under Reception No. 143026.

PARCEL CC

Lots 3, 4, 5, 6, 7, 8 and 32, Block 4, and
Lots 3, 4 and 8, Block 2,
GRAND MEADOWS SUBDIVISION, according to the plat recorded February 20, 1998 at Reception No. 98001466.

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PARCEL DD

Condominium Unit 303,
and Garage Unit 3,
Building E,
WINTER PARK LODGE II,

according to the Map filed for record, as amended, and according to the Condominium Declaration for Winter Park Lodge II recorded February 7, 1977 in Book 233 at Page 391, as amended by instruments recorded June 15, 1977 in Book 236 at Page 325; September 2, 1981 in Book 297 at Page 970; May 28, 1982 in Book 311 at Page 366; October 15, 1982 in Book 317 at Page 532; January 31, 1983 in Book 322 at Page 870; May 27, 1983 in Book 329 at Page 172; May 16, 1990 in Book 463 at Page 895 and January 29, 1996 at Reception No. 96000792.

PARCEL EE

Condominium Unit 3,
Court No. 11
MEADOW RIDGE LODGES - Courts 9, 10, 11, 12, 13A and 13B,

according to the Maps filed for record as amended, and according to the Condominium Declaration for Meadow Ridge Lodges - Courts 9, 10, 11, 12 and 13, recorded May 11, 1973 in Book 196 at Page 699, as amended by instruments recorded June 18, 1975 in Book 217 at Page 9 and in Book 217 at Page 19.

Parcels FF and GG are not owned by WPRA as of 9-18-02 but are under contract pursuant to a letter agreement between LDM Development, Fru-Con Development Corp and winter Park Recreational Association dated August 3, 2001 with a closing scheduled to occur prior to 10-01-02. There are no assurances that the closing will occur prior to October 1 and closing may not occur until after execution of the Lease and Operating Agreement or may not occur at all.

PARCEL FF

Outlot B,

MINOR SUBDIVISION OF COMBINED BLOCK A, IRON HORSE SUBDIVISION - SECOND REPLAT, BEING A MINOR SUBDIVISION OF COMBINED BLOCK A, IRON HORSE SUBDIVISION - SECOND REPLAT, according the plat recorded __________________, 2002 at Reception No. 2002-__________________.

I-9

PARCEL GG

Outlot G,
BRIDGER’S CACHE SUBDIVISION,
according to the plat recorded _________, 2002 at Reception No. 2002-_______________.

NOTE: For the purposes of this Exhibit I, “recorded” means recorded with the office of the Clerk and Recorder of Grand County, Colorado.

I-10

EXHIBIT J
TO LEASE AND OPERATING AGREEMENT

TANGIBLE PERSONAL PROPERTY

List of Assets

Buildings

Snoasis (On USFS Property)

Sunspot Patrol Headquarters (On USFS Property)

Mary Jane Maintenance Buildings (On USFS Property)

Utah Junction (On USFS Property)

Bullfrog Patrol Building (On USFS Property)

Iron Horse Lift Restrooms (On USFS Property)

Vasquez Patrol HQ/Sundance Cafe (On USFS Property)

Lunch Rock Warming House (On USFS Property)

Sunspot Restaurant (On USFS Property)

Olympia/Looking Glass Comfort Station (On USFS Property)

Lunch Rock Patrol Building (On USFS Property)

Discovery Park Rest Rooms (On USFS Property)

NASTAR Start/Finish Building (On USFS Property)

Moose Wallow Log Cabin (On USFS Property)

Explosive Cache (On USFS Property)

Cold Storage Building (On USFS Property)

Sunspot Water Treatment w/Equipment (On USFS Property)

Lifts

Eskimo

Prospector Express

Looking Glass

Gemini

Olympia Express

Arrow Triple Chair

Outrigger Triple Chair

Hand Car Tow

Zephyr Express

Discovery

High Lonesome Express

Pioneer Express

Endeavour

Discovery Park Carpet

Mount Maury Carpet

List of Assets

Sorenson Park Carpet

Mary Jane

Summit Express

Iron Horse

Pony Express

Challenger

Galloping Goose

Sunnyside

Timberline

Snow Vehicles
1982	LMC 1200C Spryte
1991	LMC 3700CF With Tiller & Lite Bar
1985	Kassbohrer PB 270 With Attachments
1986	LMC 3700C with Attachments
1989	LMC 3700C with Attachments
1990	LMC 3700C with Attachments
1990	LMC 3700C with Attachments
1991	LMC 3700C with Attachments
1991	LMC 3700C with Attachments
1993	LMC 3700C with Attachments
1993	LMC 3700C with Attachments
1993	LMC 3700C with Attachments
1993	LMC 3700C with Attachments
1993	LMC 3700C with Attachments
1994	LMC 3700C with Attachments
1994	Bombardier 400T with Attachments
1995	LMC 3700C with Attachments
1996	Bombardier MP2 Plus with Attachments
1996	Bombardier MP2 Plus with Attachments
1990	LMC 3700C with Attachments/Winch
1998	Piston Bully with Attachments
1998	Bombardier BR180 with Attachments
1992	Haul Trailers-4
1992	People Sled
1983	Highway Sander
Snowmobiles
1995-	Polaris Indy 440 Tran Sport (black)
1995-	Polaris Indy 440 Tran Sport (black)
1995-	Polaris Indy Wide Track 500 GT
2000-	Polaris Wide Track 500 LX
1997-	Polaris Indy 440 Tran Sport
2000-	Polaris Wide Track 500 LX

List of Assets
2000-	Polaris 550 Sport Touring
1999-	Polaris 440 Tran Sport
1999-	Polaris 440 Sport Touring
1999-	Polaris 440 Tran Sport
1999-	Polaris 440 Sport Touring
1999-	Polaris 440 Tran Sport
1998-	Polaris 440 Sport Touring
1999-	Polaris 440 Tran Sport
2001-	Polaris 340 Touring
1998-	Polaris 440 Tran Sport Touring
1998-	Polaris 440 Tran Sport Touring
1997-	Polaris Indy 440 Tran Sport
1995-	Polaris Indy 440 Tran Sport (black)
2000-	Polaris 550 Sport Touring
1996-	Polaris Indy Wide Track 500 GT
1997-	Polaris Indy 440 Tran Sport
2000-	Polaris Wide Track 500 LX
1999-	Polaris 440 Tran Sport
1998-	Polaris 440 Sport Touring
2000-	Polaris Wide Track 500 LX
1997-	Polaris Indy 440 Tran Sport
1995-	Polaris Indy 440 Sport (black)
1999-	Polaris 440 Tran Sport
1998-	Polaris 440 Sport Touring
1998-	Polaris 440 Sport Touring
1998-	Polaris 440 Tran Sport
1998-	Polaris 440 Sport Touring
1998-	Polaris 440 Sport Touring
1998-	Polaris 440 Sport Touring
1998-	Polaris 440 Sport Touring
2000-	Polaris Wide Track 500 LX (FS-6)
1998-	Polaris 440 Tran Sport (FS-4)
1994-	Polaris Indy Wide Track 500 LX (FS-3)
1995-	Polaris Indy 440 Tran Sport (CP-1)
1998-	Polaris 440 Tran Sport (SM-1)
Vehicles
1981	Blue Bird Bus
1982	Ford Pickup
1983	Chevy Flatbed
1984	Bronco II
1984	Ford Ranger
1984	GMC Bus
1985	Ford Bus

List of Assets
1985	Ford F800 Van
1985	Ford Pickup
1985	Thomas Bus-2
1986	Ford Pickup-7
1986	Ford Flatbed-2
1986	Ford Dump Truck
1986	Ford F250 Pickup
1986	GMC 28 Passenger Bus-2
1986	GMC Pickup
1987	Ford Pickup
1987	Nissan Pickup
1987	Versa Lift-Cherry Picker
1988	Ford Club Wagon-2
1989	Ford F350 Pickup
1989	Chevrolet S10 Pickup
1989	Chevrolet Pickup
1989	Subaru GL Wagon
1990	Chevrolet Pickup-2
1990	KW K130 Truck
1990	AFBI Terrtrac TT-Hill Tractor
1991	Ford Ranger Pickup
1991	Chevrolet 1 Ton
1991	Nissan Pickup
1991	Ford Pickup
1992	Ford Explorer XL
1992	Ford Pickup
1993	Ford 15 Passenger Van
1993	Ford Mini Coach
1993	Ford F150 Pickup
1993	Ford F250 Pickup
1993	Chevrolet 3/4 Ton Truck
1993	Chevrolet Pickup
1994	Dodge Caravan(Denver)
1993	Asphalt Sweepster
1994	Dodge Pickup
1994	Dodge Ram Pickup
1994	Ford F150 Pickup
1994	Chevrolet Blazer
1994	GMC Pickup
1994	Ford F350 Pickup
1995	Dodge Pickup
1995	Ford Aerostar Van
1995	Ford F150 Pickup
1995	Freightliner Dump
1996	Ford E350 Van-2

List of Assets
1996	Ford F150 Pickup-2
1996	Homemade Trailer
1997	Ford E350 Van
1997	Winch Cable
1997	Clark Mdl. TW40 36 Volt Electric Forklift
1997	Super Haul Snow Box
1999	Melore Bobcat
2000	Chevrolet Pickup

Snowmaking

Booster Pumphouse

Control Building

Primary Pumphouse

Sleeper Pumphouse

MJ Pump Vault

Drainage Valve Bldg-Upper Block House

Drainage Valve Bldg-Lower Block House

Sleeper Snowmaking Expansion

Hydrants

Guns

Pipes

Compressors

Weather Station

Utility Equipment

AT&T Lease

Cathodic Protection System

Electrical Systems/Power Feeds/Power Lines

Energy Savings/Control Program

Fuel Management System

Fuel Storage Tanks/Pumps

Lighting

Sound Systems

Landscaping (Including lights, signage, banners, trash recepticals, fencing, etc.)

Base of Ski Area

List of Assets

Base Village

Mary Jane

Railroad Containment Berm

Alpine Slide

Sleds (237)

Alpine Slide Track

Arrow Lift Modification

Landscape

Ramps & Walkway

Sled Mover Bottom

Sled Mover Top

Storage Building-Alpine Slide

Equipment

Audio Visual Equipment

Bar Code Scanners

Base Operations Equipment/Tools

Bike Stands/Barriers

Carpet

Children’s Center Rental Equipment

Competition Center Equipment

Comptrol Ticketing/Season Pass System

Computer Equipment

Credit Card/Cash Registers/POS Systems

Disc Golf Baskets

Employee Housing Furniture/Fixtures

Fleet Maintenance Program

Food & Beverage Equipment/Furniture

Front Range Sales Office - furnishings and fixtures

Kronos Software

Local Area Network

Lockers

Marketing/Advertising Equipment

Messaging System

Microsoft Office Software

Mini Golf Course

Office Equipment/Furniture

Outdoor Climbing Wall

Patrol Equipment

Playground Equipment

Radio Equipment

Rental Bikes/Scooters

List of Assets

Rental Equipment

Retail Equipment

Security System

Signage

Snowblowers

Special Events Equipment

Sports Science Equipment

Tents

Uniforms

Weather Station

Y2K Hardware/Software

3 Portable Marketing backdrops for shows, sales, etc.

Various Original Artwork

Webcam Equipment (Camera, Cables, etc.)

Balcony House

Children’s Center

Mary Jane (2)

Mountain Cam

Video and Transmitting equipment located at

Winter Park Mountian Lodge

EXHIBIT K
TO LEASE AND OPERATING AGREEMENT

Transition Costs

(a)	Vacation and Sick Payout
(b)	Funding of SERP Benefits, Accrued SERP Liability and Deferred Compensation Liability
(c)	Existing Management Contracts and Severance Costs (including associated costs)
(d)	Pension Plan Consultants
(e)	Ongoing Administrative Costs re: Pension Plan
(f)	Pension Termination Costs
(g)	401k Termination Costs
(h)	Continued Provision of Benefits to Seasonal Employees
(i)	Continued Provision of Retiree Medical Coverage
(j)	Benefits Consultants – Rollover to Intrawest Plans
(k)	Compensation Review Costs
(l)	Training and Other Integration Costs

EXHIBIT L
TO LEASE AND OPERATING AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT
(Intangible Personal Property)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of _________________, 2002 between Winter Park Recreational Association, a Colorado nonprofit corporation (“WPRA”) for itself and as agent for the City and County of Denver and Intrawest/Winter Park Operations Corporation, a Delaware corporation (“Intrawest”).

          A. WPRA, as landlord, entered into that certain Lease and Operating Agreement, dated _________, 2002, with Intrawest as tenant (the “Lease”) concerning the Winter Park Resort as described therein.

          B. WPRA desires to assign to Intrawest all of WPRA’s right, title and interest in and to all contracts to which WPRA is a party, not including (i) the Lease and any document described therein to which Intrawest or an affiliate is a party, (ii) those items that are being separately licensed to Intrawest pursuant to that certain License Agreement between the parties of even date herewith, (iii) contracts that constitute real property as defined under Colorado law that is being separately leased or subleased to Intrawest pursuant to the Lease, (iv) any governmental rights not transferable as a matter of law, and (v) any other agreement now or hereafter existing for the operation of WPRA as contrasted to operation of the Winter Park Resort (“Assigned Contracts”); and Intrawest desires to assume all of WPRA’s obligations under the Assigned Contracts.

          NOW THEREFORE, in consideration of the Lease and the promises and agreements made therein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1. Assignment. WPRA hereby sells, assigns, sets over, transfers and conveys to Intrawest all of WPRA’s right, title and interest in and to the Assigned Contracts.

          2. Assumption. Intrawest hereby assumes all of the obligations and liabilities of WPRA under the Assigned Contracts.

          3. Termination. Upon termination of the Lease for any reason, Intrawest shall immediately execute an agreement by which all Assigned Contracts contemplated in this Agreement that are still in effect at the time of such termination, as well as all agreements entered into by Intrawest following the date of execution of this Agreement, which constitute Leased Assets (defined in the Contract), shall be assigned to and assumed by WPRA, or such other party as WPRA shall designate in writing. All such agreements which are assigned to WPRA upon termination of this Agreement shall be free and clear of any and all liens or encumbrances.

1

Executed as of the date first written above.

WPRA:

Winter Park Recreational Association,
a Colorado nonprofit corporation

By:

INTRAWEST:

Intrawest/Winter Park Operations Corporation,
a Delaware corporation

By:

2

EXHIBIT M
TO LEASE AND OPERATING AGREEMENT

LICENSE AGREEMENT
(Intellectual Property)

     THIS LICENSE AGREEMENT (“Agreement”) is entered into and effective as of __________, 2002 by and between Winter Park Recreational Association, a Colorado nonprofit corporation (“WPRA”) for itself and as agent for the City and County of Denver and Intrawest/Winter Park Operations Corporation, a Delaware corporation and Intrawest/Winter Park Development Corporation, a Delaware corporation (collectively, “Intrawest”).

Recitals:

     A. WPRA is the owner of certain trademarks, service marks, trade names, patents, licenses, permits and copyrights, which are described or listed on Exhibit A attached hereto (“Intellectual Property”).

     B. WPRA wishes to grant, and Intrawest wishes to receive, a license to use WPRA’s Intellectual Property on the terms set forth below.

Agreement:

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Lease and Option Agreement (defined below), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of License. WPRA hereby grants to Intrawest and Intrawest hereby accepts, subject to the terms and conditions of this Agreement, an exclusive, royalty-free license (the “License”) to use the Intellectual Property in connection with all of Intrawest’s operations and activities undertaken by Intrawest with respect to the Winter Park Resort pursuant to that certain Lease and Operating Agreement (the “Lease”) and that certain Option Agreement (the “Option Agreement”) between WPRA and Intrawest. WPRA hereby grants to Intrawest the right to sublicense its rights hereunder, so long as such sublicensee agrees to be bound by the terms of this Agreement. Intrawest will notify WPRA of the terms of any such sublicense as well as the identity of the sublicensee, promptly after entering into any such sublicense.

1

2. Ownership of Licensed Mark.

     2.1. Intrawest acknowledges WPRA’s exclusive right, title and interest in and to the Intellectual Property, all goodwill associated therewith and all rights relating thereto, and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of the Intellectual Property, or WPRA’s rights in and to such Intellectual Property. Any use of the Intellectual Property by Intrawest or sublicensee will inure to the benefit of WPRA.

     2.2. Intrawest will take any and all reasonable and necessary actions to protect the validity and strength of the Intellectual Property. Such action may include without limitation, (i) assuming responsibility for the defense of any lawsuit challenging or affecting rights to the Intellectual Property, and/or (ii) instituting litigation to protect its rights to the Intellectual Property. WPRA shall cooperate with Intrawest (at Intrawest’s expense) in connection with any such lawsuit or litigation if reasonably requested to do so by Intrawest. Should Intrawest choose to or be required to take any action with respect to the Intellectual Property, all reasonable costs and expenses of such action will be borne by Intrawest, and Intrawest will indemnify, defend and hold WPRA harmless from and against any and all such costs and expenses (including, without limitation, attorneys’ fees and disbursements). All damages, profits, penalties, attorneys’ fees and other consideration, compensation or reimbursement, which may be recovered, will be accounted for as provided in the Lease.

3. Right of Inspection of Materials Upon reasonable notice, WPRA will have the right to inspect at any time any materials being used by Intrawest in order to determine if the use of the Intellectual Property on or in such materials is consistent with the terms of this Agreement. Upon notice from WPRA that any materials do not, in its reasonable judgement, comply with the terms of this Agreement, Intrawest agrees to amend such materials, prior to further use, to the reasonable satisfaction of WPRA.

4. Term This Agreement will terminate immediately upon termination of the Lease for any reason. Upon termination, Intrawest will immediately cease use of the Intellectual Property. Any remaining inventory of products using the Intellectual Property, as well as all rights in and to the Intellectual Property, will be surrendered and assigned, if necessary, to WPRA free and clear of any liens, encumbrances or charges. At termination, the term “Intellectual Property” shall include any and all items of the type listed on Exhibit A attached hereto, which were created by Intrawest in connection with its obligations under the Lease and Option Agreement subsequent to the date of execution of this Agreement and which are unique, exclusive and specifically related to Winter Park Resort.

2

5. Miscellaneous This Agreement may not be modified other than by a written amendment executed by each of the parties hereto. This Agreement will be construed in accordance with, and be governed by, the laws of the State of Colorado. If any provision or part thereof in this Agreement is held invalid, illegal or unenforceable for any reason, the remainder of this Agreement will nonetheless remain in full force and effect. This Agreement will benefit and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. This Agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter covered in it and supersedes all prior agreements and understandings, written or oral, among any of the parties with respect to such subject matter.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

Winter Park Recreational Association
a Colorado nonprofit corporation

By:

Intrawest/Winter Park Operations Corporation
a Delaware corporation

By:

Intrawest/Winter Park Development Corporation,
a Delaware corporation

By:

3

Exhibit A
Intellectual Property

1. All copyrights
2. All patents
3. All licenses and permits which give WPRA rights to the Intellectual Property
4. Goodwill
5. All trademarks, trade names and service marks, including but not limited to those listed on the pages attached hereto including, without limitation, those described on the following pages.

4

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
COLORADO’S FAVORITE (Words)	Winter Park Recreational Association	Clothing (Int’l 25) Ski Resort Services (Int’l 41)	Federal	1,999,321 (Federal)	September 10, 2006
COLORADO’S FAVORITE (Stylized)	Winter Park Recreational Association	Clothing (Int’l, State 25) Ski Resort Services (Int’l, State 41)	Federal & State	1,999,322 (Federal) 951015689 (State) 951015640 (State)	September 10, 2006 (Federal) February 7, 2005 (State) February 7, 2005 (State)
COLORADO’S FAVORITE SKI RESORT (Words)	Winter Park Recreational Association	Clothing (Int’l 25)	Federal	2,013,187 (Federal)	November 5, 2006
COLORADO’S FAVORITE SKI RESORT (Stylized)	Winter Park Recreational Association	Clothing (Int’l, State 25) Ski Resort Services (Int’l 41)	Federal & State	2,020,248 (Federal) 941135081 (State)	December 3, 2006 (Federal) December 6, 2004 (State)
COLORADO’S FAVORITE SKI RESORT (Stylized)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135080	December 6, 2004
COME PEDAL THE PARK (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135076	December 6, 2004

5

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
COME PEDAL THE PARK (Words)	Winter Park Recreational Association	Utensils & Containers (State 21)	State	941135077	December 6, 2004
COME PLAY AT THE PARK (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135075	December 6, 2004
DISCOVERY PARK (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135078	December 6, 2004
JANE GANG (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	951015688	February 7, 2005
NO PAIN NO JANE (Words)	Winter Park Recreational Association	Clothing (State 25)	State	941135070	December 6, 2004
NO PAIN NO JANE (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135071	December 6, 2004
PARSENN BOWL (Words)	Winter Park Recreational Association	Clothing (State 25) (State 41)	State	951100533 95110532	August 9, 2005 August 9, 2005
PARSENN BOWL (Words & Design)	Winter Park Recreational Association	Clothing (State 41)	State	941135079	December 6, 2004
PERFORMANCE LAB (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	961141501	October 30, 2006
POWDER EXPRESS (Stylized)	Winter Park Recreational Association	Clothing (State 25)	State	941143805	December 27, 2004
POWDER EXPRESS (Stylized)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941143806	December 27, 2004

6

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
POWDER PLUS (Stylized)	Winter Park Recreational Association	Education & Entertainment (State 41)	State Renewal	911097560 20011204412C	December 2, 2001 October 23, 2001
THE JANE GANG	Winter Park Recreational Association	APPLICATION FILED
THE JANE GANG	Winter Park Recreational Association	APPLICATION FILED
PREFERENCE PRICING (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State Renewal	911097561 200112044130	December 2, 2001 October 31, 2011
RIDER IMPROVEMENT CENTER (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	971001561	January 6, 2007
RIDER IMPROVEMENT CENTER (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	961141500	October 30, 2006
SKIER IMPROVEMENT CENTER (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	961141499	October 30, 2006
SNOWBALL EXPRESS (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135074	December 6, 2004
SPRING SPLASH (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135073	December 6, 2004
SUNSPOT (Words)	Winter Park Recreational Association	Restaurant Services (Int’l 42)	Federal	1,800,300	October 19, 2003
SUNSPOT (Words & Design)	Winter Park Recreational Association	Jewelry, Jewelry Pins (Int’l 14); Water Bottles and Mugs (Int’l 21); Clothing (Int’l 25)	Federal	1,864,634	November 29, 2004
THE LODGE AT SUNSPOT (Words)	Winter Park Recreational Association	Restaurant Services (Int’l 42)	Federal	1,800,302	October 19, 2003
THE LODGE AT SUNSPOT (Words & Design)	Winter Park Recreational Association	Restaurant Services (Int’l 42)	Federal	1,800,301	October 19, 2003
WE GUARANTEE YOU’LL NOTICE THE DIFFERENCE (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135072	December 6, 2004
MARY JANE (Words & Design)	Winter Park Recreational Association	Clothing (State 25)	State	941143807	December 27, 2004
MARY JANE (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941143808	December 27, 2004

7

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
MARY JANE (Words)	Winter Park Recreational Association	Ski Instruction & Providing Facilities for Skiing (Int’l 41)	Federal	1,189,581	February 9, 2002 Renewed/good through 2/9/2022
MARY JANE (Stylized)	Winter Park Recreational Association	Stationery (Int’l 16); T-shirts (Int’l 25); Ski Resort Services (Int’l 41)	Federal	1,990,886	August 6, 2006 ABANDONED – NO LONGER IN USE
GUEST CENTERED TEACHING	Winter Park Recreational Association	State 41	State	961141498	October 30, 2006
WINTER PARK ‘N RIDE (Words & Design)	Winter Park Recreational Association	Transport of Passengers by Bus (Int’l 39)	Federal	2,444,337	April 17, 2011
THE LIFT RESORT SHUTTLE (Words & Design)	Winter Park Recreational Association	Transport of Passengers by Bus (Int’l 39)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 2,546,036	March 12, 2012
WINTER PARK RESORT (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 107)	State	T29456	March 17, 2005
WINTER PARK RESORT (Words & Design)	Winter Park Recreational Association	Providing Facilities for Skiing, Lessons, Tennis Facilities (Int’l 41); Arranging for Lodging & Meals at Ski Resort (Int’l 42)	Federal	1,401,619	July 15, 2006
WP (Stylized)	Winter Park Recreational Association	Ski, Ski Equipment Rental, Restaurant Services, Restaurant Services (Int’l 42); Ski Instruction, Providing Facilities for Skiing (Int’l 41)	Federal	961,726	June 19, 2003
WINTER PARK RESORT (Stylized & Design)	Winter Park Recreational Association	Stationery, Postcards, Photographic Prints, Playing Cards (Int’l 16); Clothing (Int’l 25); Golf Balls, Board Games (Int’l 28)	Federal	2,000,722	September 17, 2006
WINTER PARK RECREATIONAL ASSOCIATION (Trade Name)	Winter Park Recreational Association	Registered Trade Name	State	L01-08092-000

8

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
EXTREMELY COLORADO (Words)	Winter Park Recreational Association	Stationery (Int’l 16); T-shirts (Int’l 25); Ski Resort Services (Int’l 41)	Federal	2,002,327	September 24, 2006
EXTREMELY COLORADO (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941143810	December 27, 2004
ROCKFEST AT WINTER PARK (Words)	Winter Park Recreational Association	Promoting Musical Concerts of Others (Int’l 35)	Federal (SUPPLEMENTAL REGISTER)	2,367,265	July 11, 2010
EXTREMELY COLORADO (Words)	Winter Park Recreational Association	Clothing (State 25)	State	941143809	December 27, 2004
FANCIFUL DESIGN OF V AND MOUNTAIN (Design)	Winter Park Recreational Association	Marketing, Advertising, Promotional Services for Retail, Residential, Resort Complex (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 76003101
THE VILLAGE AT WINTER PARK (Word)	Winter Park Recreational Association	Ski Resort Lodge (Int’l 42)	Federal (SUPPLEMENTAL REGISTER)	2,572,300	May 21, 2012
WEST PORTAL OUTFITTERS AND STAR (Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 76003017
WEST PORTAL RENTALS AND REPAIRS (Stylized)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	2,566,564	May 7, 2002
WEST PORTAL BOOTS + BOARDS (Words & Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal	2,438,461	March 27, 2011
SLOPESIDE GEAR & SPORTS (Words & Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 76003020
BASE CAMP 9000 AND COMPASS (Words & Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	2,544,030	March 5, 2012
WINTER PARK CENTRAL RESERVATIONS	Winter Park Recreational Association	Marketing, promotions, travel	State	378052
ROCKFEST AT WINTER PARK	Winter Park Recreational Association	Entertainment services, promotion, sponsorship of music festivals	Federal	2367265 (Serial No. 751701806)	July 11, 2010

9

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
WINTER PARK RESORT TRAVEL SERVICES	Winter Park Recreational Association	Travel agency	State	278486	N/A

10

EXHIBIT N
TO LEASE AND OPERATING AGREEMENT

SERP Liabilities

Retiree No. 1	$242,243	As of June 30, 2002
Current Mgmt SERP	$320,700	As of August 1, 2002
	$562,943

EXHIBIT O
TO LEASE AND OPERATING AGREEMENT

Deferred Compensation Arrangements

Retiree No. 2	$52,500	As of Sept 1, 2002
Retiree No. 3	$43,700	As of Sept 1, 2002
	$96,200

Date/Time of Last Edit
August 28, 2002 12:48 pm

EXHIBIT P
TO LEASE AND OPERATING AGREEMENT

TERMS FOR PROGRAM - LIFETIME SKI PASS HOLDERS

A.	All Except Trustees
Holders shall be entitled to lift privileges for themselves for their natural lives.
B.	Vested Trustees
Holders shall be entitled to lift privileges for themselves and their immediate families for their natural lives. Immediate families consist of: (a) spouse or “significant” other; (b) children (c) spouses of children. Holders will be provided lift privileges through the issuance of bar-coded photo passes which shall be valid for lift. These privileges are assigned specifically to the individual to whom it is issued and abuse of the privilege will result in its loss. Grandchildren, through the age of 18, will be issued photo passes upon the request of the Holder.
C.	Unvested Trustees
Holders shall be entitled to lift privileges for themselves and their spouse or “significant” other for their natural lives, and the holder’s children through the age of 18. Holders will be provided lift privileges through the issuance of bar-coded photo passes which shall be valid for lift. These privileges are assigned specifically to the individual to whom it is issued and abuse of the privilege will result in its loss

EXHIBIT Q

TO LEASE AND OPERATING AGREEMENT

SKI RUN NAMES TO BE RETAINED

Hughes

Larry Sale

Little Pierre

Mulligan’s Mile

Balch

Bradley’s Bash

Cranmer

Cranmer Cutoff

Allen Phipps

Over-n-Underwood

Engle Dive

Butch’s Breezeway

Jack Kendrick

Bill Wilson’s Way

Ski Papa

Groswold Discovery Park

Sorensen Park

Bellmar Bowl

Johnstone’s Junction

Willett’s Way

Brian’s Run

Retta’s Run

Baldy’s Chute

Jeff’s Chute

Norwegian

Drunken Frenchman

Feebleminded

Topher’s Trees

Swede’s Ridge

EXHIBIT R
TO LEASE AND OPERATING AGREEMENT

Long-Term Liabilities
Winter Park Recreational Association

Description	Balance 09/28/02
County Note
Principal (4/15 payment)		3,164,840.77
Interest (4/15 payment)
Interest (10/15 payment)
Total
Long Term Note
Principal (5/1 payment)		14,596,625.00
Interest (5/1 payment)
Interest (10/30 payment)
Total
Totals		17,761,465.77

EXHIBIT S
TO LEASE AND OPERATING AGREEMENT

Real Property Landlord Leases from Third Parties

PARCEL HH

The leasehold estate and all other rights, title and interests created or granted under the Second Amended and Restated Ground Lease Agreement between The Colorado Arlberg Club, a Colorado nonprofit corporation, as lessor, and Winter Park Recreational Association, a Colorado nonprofit corporation, as lessee, and evidenced by Memorandum of Second Amended and Restated Ground Lease Agreement dated December 20, 2002 and recorded ___________________, which leasehold estate covers those certain parcels of land described as follows:

Parcel HH-1:

That portion of the Mary Jane Placer Mining Claim (U.S. Mineral Survey No. 16378) located in the Fraser Mining District, and embracing portions of Sections 10 and 15, suspended, Township 2 South, Range 75 West of the 6th P.M., described as follows:

Beginning at Corner No. 2 of said Mary Jane Placer Mining Claim;
thence N13°14’15”E, along Line 2-1 of said Mary Jane Placer Mining Claim, 984.00 feet;
thence N76°59’56”W, 152.00 feet;
thence S80°09’43”W, 300.00 feet;
thence S57°47’49”W, 480.30 feet;
thence S13°14’15”W, parallel with Line 1-2 of said Mary Jane Placer Mining Claim, 523.6 feet to Line 3-2 thereof;
thence S76°46’00”E, along Line 3-2 of said Mary Jane Placer Mining Claim, 765.00 feet to the Point of Beginning.

Parcel HH-2:

That portion of the MARY JANE PLACER MINING CLAIM (U.S. Mineral Survey No. 16378) located in the Fraser Mining District, and embracing portions of Sections 10 and 15, suspended, Township 2 South, Range 75 West of the 6th P.M., described as follows:

Beginning at Corner No. 2 of said Mary Jane Placer Mining Claim;
thence N13°14’15”E, along Line 2-1 of said Mary Jane Placer Mining Claim, 984.00 feet;
thence N76°59’56”W, 152.00 feet;
thence S80°09’43”W, 300.00 feet;
thence S57°47’49”W, 480.30 feet to the TRUE POINT OF BEGINNING;
thence S13°14’15”W, parallel with Line 1-2 of said Mary Jane Placer Mining Claim, 523.6 feet to Line 3-2 thereof;

S-1

thence N76°46’00”W, along Line 2-3 of said Mary Jane Placer Mining Claim, 865.00;
thence N13°14’15”E, parallel with Line 2-1 of said Mary Jane Placer Mining Claim, 523.60 feet to a point that bears N76°46’00”W from the True Point of Beginning;
thence S76°46’00”E, parallel with Line 3-2 of said Mary Jane Placer Mining Claim, 865.00 feet to the TRUE POINT OF BEGINNING.

Parcel HH-3:

That portion of the MARY JANE PLACER MINING CLAIM (U.S. Mineral Survey No. 16378) located in the Fraser Mining District, and embracing portions of Sections 10 and 15, suspended, Township 2 South, Range 75 West of the 6th P.M., described as follows:

Beginning at Corner No. 4 of said Mary Jane Placer Mining Claim;
thence S76°46’15”E, along Line 4-1 of said Mary Jane Placer Mining Claim, 250.00 feet;
thence S13°14’00”W, parallel with Line 4-3 of said Mary Jane Placer Mining Claim, 1,150.00;
thence N76°46’l5”W, parallel with Line 1-4 of said Mary Jane Placer Mining Claim, 250.00 feet to Line 3-4 thereof;
thence N13°14’00”E, along Line 3-4 of said Mary Jane Placer Mining Claim 1.150.00 feet to the Point of Beginning.

Parcel HH-4:

That portion of the MARY JANE PLACER MINING CLAIM (U.S. Mineral Survey No. 16378) located in the Fraser Mining District, and embracing portions of Sections 10 and 15, suspended, Township 2 South, Range 75 West of the 6th P.M., described as follows:

Commencing at Corner No. 2 of said Mary Jane Placer; thence N13°14’15”E, 984.00 feet; thence N76°59’56”W, 152.00 feet; thence S80°09’43”W, 81.85 feet to the TRUE POINT OF BEGINNING;

Thence continuing S80°09’43”W, 218.15 feet;

Thence N06°48’42”W, 231.45 feet;

Thence S57°47’04”E, 139.13 feet to a point of curve to the right

Thence Southeasterly, 53.69 feet along the arc of said curve to the right to a point tangent, said arc having a radius of 230.00 feet, a delta angle of 13°22’28” and being subtended by a chord that bears S51°05’50”E, 53.57 feet;

Thence S44°24’36”E, 118.62 feet to the TRUE POINT OF BEGINNING.

S-2

PARCEL II

Leasehold estate and all other rights, title and interests created or granted under the Master Lease and Purchase Option Agreement between The Vailco Group, LLC, a Colorado limited liability company, and Winter Park Services, Inc., a Colorado corporation, a Memorandum of which was recorded on September 28, 2000 under Reception No. 2000-009066, which covers the real property described as follows:

Lot 3 Block B of the Indian Meadows Golf Course and Subdivision First Filing according to the plat recorded February 23, 1999 at Reception No. 99001600 and a Replat of Lot 3, Block a Indian Meadows Golf Course and Subdivision on First Filing, Filed July 22, 1999 at Reception No. 99007661 of the Records of the Clerk and Recorder of the County of Grand, State of Colorado

NOTE: For the purposes of this Exhibit S, “recorded” means recorded with the office of the Clerk and Recorder of Grand County, Colorado.

S-3

EXHIBIT S
TO LEASE AND OPERATING AGREEMENT

SCHEDULE OF LEASES
Winter Park Recreational Association (“WPRA”) as Lessee

Lessor	Property	Date of Lease
Columbine West, LLC (Front Range Ticket Office)	620 SF, Suite 209, 400 S. McCaslin Boulevard, Boulder, Colorado	10/1/98
Crestview at Winter Park Limited Partnership (Central Reservations)	6000 SF (including 5’ into interior mall) and 2 parking spaces in garage	11/21/97
Mercy Services Corporation, a Nebraska non-profit corporation	Part of first floor of 505 Willow Lane (Wapiti Meadows), Fraser, Colorado for Child Development Center (Day Care)	11/4/98
Zephyr Mountain Development, LLC	5326 SF at 201 Zephyr Way	11/1/99
USFS	Sunspot Communications Site	7/11/2000
USFS	Bullfrog Communications Site	9/6/1997

EXHIBIT T
TO LEASE AND OPERATING AGREEMENT

REAL PROPERTY LANDLORD LEASES TO THIRD PARTIES

Lessee	Property	Date of Lease
ALTA Colorado, L.L.C., a Utah limited partnership (Vintage Hotel)	Land lease at base of Winter Park for 124-room hotel	9/1/98
Amaze Venture, Inc.	Space located in main base area to operate a outdoor maze during the summer.	7/1/93]
Andrew L. Arnold, M.D. d/b/a 7 Mile Medical Clinic	Total of 2494 SF in Childrens Center Building	6/1/99
Invisible, Inc., a Colorado Corporation (Coffee Tea Market)	1203 SF on Second level of Balcony House	5/1/97
National Sports Center for the Disabled, Inc., a Colorado non-profit corporation	1900 SF on first floor of Balcony House 266 SF in basement of Balcony House 2985 SF on first floor of West Portal Station 324 SF in basement of West Portal Station 260 SF on 2nd floor of WPRA Administration Building Licenses to use: West Parcel of Evans Tract Tract 41 Village at Winter Park I Parcels leased from Arlberg Club Land under easement created by quitclaim to WPRA as grantee, Book 280, Page 676 Land used by WPRA under Special Use Permit #1019 from Forest Service All WPRA parking facilities (tenant pays for use on same basis as public)	10/1/2000
Proloc, Inc. (now known as TAK Enterprises per WPRA)	Space in Balcony House (ski storage)	11/1/2000
SharpShooter/Spectrum Venture, LLC	Space in Balcony House	11/1/2000
Winter Park Restaurant Company	Any within boundaries of Forest Service Permit land as well as the space located at 6827 County Road 5, Fraser	7/7/1997
Eskimo Ski Club	Balcony House Lower Level	11/1/2001
National Weather Service	Space on Tract 38B for weather monitor site	7/28/01
Winter Park Restaurant Company	All food service facilities owned by WPRA i	7/7/1997
Denver Water Dept.	Tract 38B Admin Site	9/28/2001

EXHIBIT T
TO LEASE AND OPERATING AGREEMENT

COMMUNICATION SITE LEASES

BULLFROG COMMUNICATION SITE
	Union Cellular	1994
	Comnet Cellular	1996
	(Verizon Wireless)
	MetroCall	1997
	Air Touch Paging	1998
	(Verizon Wireless Messaging Services)
	Fraser Valley Rec. District	1988
SUNSPOT DIGITAL COMMUNICATION SITE
	Colorado CallCom	1997
	(Western Paging)
	Nextel	1998
	Sprint	2000
	Qwest	2001
	Voicestream	2001
	Denver Water (in negotiations)

EXHIBIT U
TO LEASE AND OPERATING AGREEMENT

LEASED TANGIBLE PERSONAL PROPERTY

Snowcat Leases One Master Lease Lessor = CIT Group/Equipment Financing, Inc.
	Description	Start Date
	7 Pisten Bully 200 “C” w/Accessories	12/21/1999
	1 Bombardier BR-180 w/Accessories	12/21/1999
	2 Pisten Bully 200 w/ Accessories and cabins	12/07/2000
	Pitney Bowes mail machine
	Ski rack lease from Keelan

EXHIBIT U (cont)
LEASED TANGIBLE PERSONAL PROPERTY
(Honda Sponsorship Leased Vehicles)

Unit #	VIN #	Model	Year	Department	Tab #	Plate #	Title #	Expires(Month/Year)	Status
301	4S6DM58W9Y4418463	Passport	2000	Front Range	G383241	476CSB	53E149627	Feb-03	Registered
302	4S6DM58W5Y4410795	Passport	2000	Front Range	B235108	984CSA	53E148863	Dec-02	Registered
303	JHLRD1865YS018216	CRV	2000	Mail Car/Finance	G382101	293CSB	53E149212	Jan-03	Registered
304	JHLRD1840YC060138	CRV	2000	Security	B235109	985CSA	53E148292	Dec-02	Registered
305	JHLRD174XYC056518	CRV	2000	Security	F389906	986CSB	53E149487	May-03	Registered
306	4S6DM58W6Y4419067	Passport	2000	Security	G382102	171CSB	53E149035	Jan-03	Registered

EXHIBIT V
TO LEASE AND OPERATING AGREEMENT

WINTER PARK RECREATIONAL ASSOCIATION

INTANGIBLE PERSONAL PROPERTY

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
COLORADO’S FAVORITE (Words)	Winter Park Recreational Association	Clothing (Int’l 25) Ski Resort Services (Int’l 41)	Federal	1,999,321 (Federal)	September 10, 2006
COLORADO’S FAVORITE (Stylized)	Winter Park Recreational Association	Clothing (Int’l, State 25) Ski Resort Services (Int’l, State 41)	Federal & State	1,999,322 (Federal) 951015689 (State) 951015640 (State)	September 10, 2006 (Federal) February 7, 2005 (State) February 7, 2005 (State)
COLORADO’S FAVORITE SKI RESORT (Words)	Winter Park Recreational Association	Clothing (Int’l 25)	Federal	2,013,187 (Federal)	November 5, 2006
COLORADO’S FAVORITE SKI RESORT (Stylized)	Winter Park Recreational Association	Clothing (Int’l, State 25) Ski Resort Services (Int’l 41)	Federal & State	2,020,248 (Federal) 941135081 (State)	December 3, 2006 (Federal) December 6, 2004 (State)
COLORADO’S FAVORITE SKI RESORT (Stylized)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135080	December 6, 2004
COME PEDAL THE PARK (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135076	December 6, 2004
COME PEDAL THE PARK (Words)	Winter Park Recreational Association	Utensils & Containers (State 21)	State	941135077	December 6, 2004
COME PLAY AT THE PARK (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135075	December 6, 2004

Trademark	Owner	Goods/Services &  Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
DISCOVERY PARK (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135078	December 6, 2004
JANE GANG (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	951015688	February 7, 2005
NO PAIN NO JANE (Words)	Winter Park Recreational Association	Clothing (State 25)	State	941135070	December 6, 2004
NO PAIN NO JANE (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135071	December 6, 2004
PARSENN BOWL (Words)	Winter Park Recreational Association	Clothing (State 25) (State 41)	State	951100533 95110532	August 9, 2005 August 9, 2005
PARSENN BOWL (Words & Design)	Winter Park Recreational Association	Clothing (State 41)	State	941135079	December 6, 2004
PERFORMANCE LAB (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	961141501	October 30, 2006
POWDER EXPRESS (Stylized)	Winter Park Recreational Association	Clothing (State 25)	State	941143805	December 27, 2004
POWDER EXPRESS (Stylized)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941143806	December 27, 2004
POWDER PLUS (Stylized)	Winter Park Recreational Association	Education & Entertainment (State 41)	State Renewal	911097560 20011204412C	December 2, 2001 October 23, 2001
THE JANE GANG	Winter Park Recreational Association	APPLICATION FILED
THE JANE GANG	Winter Park Recreational Association	APPLICATION FILED
PREFERENCE PRICING (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State Renewal	911097561 200112044130	December 2, 2001 October 31, 2011
RIDER IMPROVEMENT CENTER (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	971001561	January 6, 2007
RIDER IMPROVEMENT CENTER (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	961141500	October 30, 2006
SKIER IMPROVEMENT CENTER (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	961141499	October 30, 2006
SNOWBALL EXPRESS (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135074	December 6, 2004

2

Trademark	Owner	Goods/Services &  Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
SPRING SPLASH (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135073	December 6, 2004
SUNSPOT (Words)	Winter Park Recreational Association	Restaurant Services (Int’l 42)	Federal	1,800,300	October 19, 2003
SUNSPOT (Words & Design)	Winter Park Recreational Association	Jewelry, Jewelry Pins (Int’l 14); Water Bottles and Mugs (Int’l 21); Clothing (Int’l 25)	Federal	1,864,634	November 29, 2004
THE LODGE AT SUNSPOT (Words)	Winter Park Recreational Association	Restaurant Services (Int’l 42)	Federal	1,800,302	October 19, 2003
THE LODGE AT SUNSPOT (Words & Design)	Winter Park Recreational Association	Restaurant Services (Int’l 42)	Federal	1,800,301	October 19, 2003
WE GUARANTEE YOU’LL NOTICE THE DIFFERENCE (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941135072	December 6, 2004
MARY JANE (Words & Design)	Winter Park Recreational Association	Clothing (State 25)	State	941143807	December 27, 2004
MARY JANE (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941143808	December 27, 2004
MARY JANE (Words)	Winter Park Recreational Association	Ski Instruction & Providing Facilities for Skiing (Int’l 41)	Federal	1,189,581	February 9, 2002 Renewed/good through 2/9/2022
MARY JANE (Stylized)	Winter Park Recreational Association	Stationery (Int’l 16); T-shirts (Int’l 25); Ski Resort Services (Int’l 41)	Federal	1,990,886	August 6, 2006 ABANDONED – NO LONGER IN USE
GUEST CENTERED TEACHING	Winter Park Recreational Association	State 41	State	961141498	October 30, 2006
WINTER PARK ‘N RIDE (Words & Design)	Winter Park Recreational Association	Transport of Passengers by Bus (Int’l 39)	Federal	2,444,337	April 17, 2011
THE LIFT RESORT SHUTTLE (Words & Design)	Winter Park Recreational Association	Transport of Passengers by Bus (Int’l 39)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 2,546,036	March 12, 2012
WINTER PARK RESORT (Words & Design)	Winter Park Recreational Association	Education & Entertainment (State 107)	State	T29456	March 17, 2005

3

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal  Date
WINTER PARK RESORT (Words & Design)	Winter Park Recreational Association	Providing Facilities for Skiing, Lessons, Tennis Facilities (Int’l 41); Arranging for Lodging & Meals at Ski Resort (Int’l 42)	Federal	1,401,619	July 15, 2006
WP (Stylized)	Winter Park Recreational Association	Ski, Ski Equipment Rental, Restaurant Services, Restaurant Services (Int’l 42); Ski Instruction, Providing Facilities for Skiing (Int’l 41)	Federal	961,726	June 19, 2003
WINTER PARK RESORT (Stylized & Design)	Winter Park Recreational Association	Stationery, Postcards, Photographic Prints, Playing Cards (Int’l 16); Clothing (Int’l 25); Golf Balls, Board Games (Int’l 28)	Federal	2,000,722	September 17, 2006
WINTER PARK RECREATIONAL ASSOCIATION (Trade Name)	Winter Park Recreational Association	Registered Trade Name	State	L01-08092-000
EXTREMELY COLORADO (Words)	Winter Park Recreational Association	Stationery (Int’l 16); T-shirts (Int’l 25); Ski Resort Services (Int’l 41)	Federal	2,002,327	September 24, 2006
EXTREMELY COLORADO (Words)	Winter Park Recreational Association	Education & Entertainment (State 41)	State	941143810	December 27, 2004
ROCKFEST AT WINTER PARK (Words)	Winter Park Recreational Association	Promoting Musical Concerts of Others (Int’l 35)	Federal (SUPPLEMENTAL REGISTER)	2,367,265	July 11, 2010
EXTREMELY COLORADO (Words)	Winter Park Recreational Association	Clothing (State 25)	State	941143809	December 27, 2004
FANCIFUL DESIGN OF V AND MOUNTAIN (Design)	Winter Park Recreational Association	Marketing, Advertising, Promotional Services for Retail, Residential, Resort Complex (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 76003101
THE VILLAGE AT WINTER PARK (Word)	Winter Park Recreational Association	Ski Resort Lodge (Int’l 42)	Federal (SUPPLEMENTAL REGISTER)	2,572,300	May 21, 2012

4

Trademark	Owner	Goods/Services & Class Number	Federal or State (Colorado)	Registration Number	Expiration/Renewal Date
WEST PORTAL OUTFITTERS AND STAR (Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 76003017
WEST PORTAL RENTALS AND REPAIRS (Stylized)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	2,566,564	May 7, 2002
WEST PORTAL BOOTS + BOARDS (Words & Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal	2,438,461	March 27, 2011
SLOPESIDE GEAR & SPORTS (Words & Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	Serial No. 76003020
BASE CAMP 9000 AND COMPASS (Words & Design)	Winter Park Recreational Association	Retail Store Services (Int’l 35)	Federal (APPLICATION FILED 3/17/2000)	2,544,030	March 5, 2012
WINTER PARK CENTRAL RESERVATIONS	Winter Park Recreational Association	Marketing, promotions, travel	State	378052
ROCKFEST AT WINTER PARK	Winter Park Recreational Association	Entertainment services, promotion, sponsorship of music festivals	Federal	2367265 (Serial No. 751701806)	July 11, 2010
WINTER PARK RESORT TRAVEL SERVICES	Winter Park Recreational Association	Travel agency	State	278486	N/A

5

EXHIBIT V (cont.)

Additional Intangible Personal Property

WPRA Development

Access Road Study

ADA Study of W.P. Facilities

Admin. & Balcony House Programing Design

Beavers-Cooper Creek Gondola Eng.

City Land-Planned Urban Development

East Side Pumpback Engineering

Economic Studies

Environment Assessment-Environmental Impact Studies

Fraser River Trail Engineering

Highway Alignment Project Arch., Eng., Legal

Jim Creek Boreal Toad Habitat Enhancement Study 00-01

L.V. Creek Habitat Enhancement 00-01

Leland Creek Access-Leland Gulch Road Survey

Looking Glass Replacement Planning

Mapping 82-87 City Land

Maps (Various)

Parking Structure Design

Seasonal Employee Housing Plans

Sewer Engineering

Snowmaking Cathotic Protection Study

Snowmaking Expansion Study SE Group

Special Studies

Transportation Study Base Area

Vasquez Ridge Expansion Planning

Master Plan Update - Winter Park-Mary Jane-Vasquez

Water Engineering (Various)

Winter Park Mary Jane Preliminary PUD

Winter Park Village – Resort Ops Planning Study – ’97

Zephyr Italian Grill Planning

WP Village Development

Base Area Consulting

Base Area FDP including Vested Rights Agreement

EXHIBIT V (cont.)

Base Area Economic Survey & Development

Base Area Land Surveys

Base Area Planning & Development

Base Village Design/Legal Service/Architecture

Base Village Phase II Environmental Services

Hotel Study

Property Tax

Small Tracts Act – Tract 8003

Transport Study

Water & Sewer Planning

Copyrights

Various Copyrighted Materials

Including Brochures, Trail Maps,

Promotional Material, Training Manuals, etc.

Date/Time of Last Edit
August 8, 2002 12:41 pm

EXHIBIT W
TO LEASE AND OPERATING AGREEMENT

WINTER PARK RECREATIONAL ASSOCIATION
SCHEDULE OF MATERIAL PERMITS AND LICENSES

Party	Term	Purpose
Winter Park Restaurant Association (Licensee)	6/12/01 – 6/12/03 (renews annually unless cancelled)	To allow WPRA to offer food for events held on the Plaza (Lot 3).
Denver Water Board (Licensor)	2/28/97-	Evans Tract
Denver Water Board (Licensor)	12/30/80	Vasquez-St. Louis Collection Conduit
Denver Water Board (Licensor)	10/14/86	Allows WPRA to construct, utilize, maintain, repair and replace Alpine Slide Recreational facility.
Denver Water Board (Licensor)		Allows use of bypass water for irrigation at Winter Park base
Denver and Rio Grande Western Railroad (Licensee)	10/14/96	WPRA allowed to use right-of-way on the East Parcel; Rio Grande has right to relocate west roadbed.
Town of Winter Park (Licensor), Winter Park Restaurant Co., West Portal Station(Licensee)	Expires 12/2/2002	Liquor license with optional premises.
Town of Winter Park (Licensor), Winter Park Restaurant Co., Mary Jane Day Center(Licensee)	Expires 12/2/2002	Liquor license with optional premises.
Town of Winter Park (Licensor), Winter Park Restaurant CoThe Lodge at Sunsport(Licensee)	Expires 9/23/2002	Liquor license with optional premises.
Town of Winter Park (Licensor), Winter Park Restaurant Snoasis (Licensee)	Expires 12/2/2002	Liquor license with optional premises (3 locations).
Town of Winter Park (Licensor), Winter Park Restaurant CoLunch Rock Restaurant (Licensee)	Expires 12/26/2002	Liquor license.
U.S. Forest Service	12/8/83 – annually	Annual Special Use Permit
U.S. Forest Service	12/8/83 – 12/31/2013	Term Special Use Permit

Date/Time of Last Edit
August 8, 2002 12:41pm

Winter Park Village Company Master Association (Licensor)	11/1/2000 – 10/31/2003	Snowmaking and Grooming of Lot 3, including “great lawn” and plaza north of Zephyr Mountain Lodge
Winter Park/Mary Jane PUD – Town of Winter Park	To be renewed 11/02	PUD for Mary Jane Base Area
Winter Park Resort Master Development Plan – USFS	Renewal December 2005	USFS Approved Development Plan
Winter Park Village FDP and Vesting Rights Agreement – Town of Winter Park	July 2012	FDP for Development South of Balcony House, at Winter Park Base
CDOT US 40 Highway Access Permit	Renewal is October annually
WPPY981 FCC License	3/23/2000-3/23-2005	2 way radio system YB trunked business
FCC License WPFD 902	7/16/1999-6/28/2004	Scanning frequency IB business
FCC License KKM-882	2001	Secondary operation frequency

Exhibit W (cont.)
Material Licenses

Party	Term	Purpose
Hazardous Materials
Permit No. HMP-11032	5/6/02-5/6/03	Transportation of Hazardous Materials
Explosives Permit No. 5-CO-049-20-3J-02100	Exp. 9/1/03	20-Manufacturer of High Explosives
Lodge at Sunspot ID No. 471701	Exp. 4/30/02	Certificate of Inspection Elevator License
Snoasis ID No. 572144	Exp. 4/30/02	Certificate of Inspection Elevator License
West Portal Passenger ID No.E026202	Exp. 4/30/02	Certificate of Inspection Elevator License
West Portal Freight ID No. E026201	Exp. 4/30/02	Certificate of Inspection Elevator License
Children’s Center ID No. E88591	Exp. 4/30/02	Certificate of Inspection Elevator License
Mary Jane Lodge Freight ID No. E54088	Exp. 4/30/02	Certificate of Inspection Elevator License
Mary Jane Club Car Rest. ID No. 13533	Exp. 4/30/02	Certificate of Inspection Elevator License
Mary Jane Catering ID No. 13631	Exp. 4/30/02	Certificate of Inspection Elevator License
Wapiti Child Care Lie. No. 31019	Exp. 11/01	State of CO Child Care License
WPRA Empl. Nursery Lie. No.45487	Exp. 9/02	State of CO Child Care License
Looking Glass WP-004	11/02/01	State of Colorado CPTSB Lift Licenses
Outrigger WP-005	11/02/01	State of Colorado CPTSB Lift Licenses

Arrow WP-007	11/02/01	State of Colorado CPTSB Lift Licenses
Challenger WP-008	11/02/01	State of Colorado CPTSB Lift Licenses
Discovery WP-009	11/02/01	State of Colorado CPTSB Lift Licenses
Galloping Goose WP-010	11/02/01	State of Colorado CPTSB Lift Licenses
Iron Horse WP-013	11/02/01	State of Colorado CPTSB Lift Licenses
Hand Car WP-017	11/02/01	State of Colorado CPTSB Lift Licenses
Sunnyside WP-020	11/02/01	State of Colorado CPTSB Lift Licenses
Zephyr Express WP-021	11/02/01	State of Colorado CPTSB Lift Licenses
Gemini Express WP-022	11/02/01	State of Colorado CPTSB Lift Licenses
Endeavor WP-023	11/02/01	State of Colorado CPTSB Lift Licenses
Prospector WP-024	11/02/01	State of Colorado CPTSB Lift Licenses
Sorenson Park WP-025	11/02/01	State of Colorado CPTSB Lift Licenses
Mt. Maury WP-026	11/02/01	State of Colorado CPTSB Lift Licenses
Olympia Express WP-027	11/02/01	State of Colorado CPTSB Lift Licenses
Eskimo Express WP-029	11/02/01	State of Colorado CPTSB Lift Licenses
Summit Express WP-018	11/02/01	State of Colorado CPTSB Lift Licenses

High Lonesome WP-012	11/02/01	State of Colorado CPTSB Lift Licenses
Pioneer Express WP-015	11/02/01	State of Colorado CPTSB Lift Licenses
Pony Express WP-016	11/02/01	State of Colorado CPTSB Lift Licenses
Conveyor WP-028	11/02/01	State of Colorado CPTSB Lift Licenses
Timberline(3P) SC-005	11/02/01	State of Colorado CPTSB Lift Licenses
PUC No. 8572		Certificate of Convenience & Necessity
West Portal Food & Beverage	7/1/02-6/30/03	Town of Winter Park License to do business
Slopeside Gear & Sport	7/1/02-6/30/2003	Town of Winter Park License to do business
West Portal Retail	7/1/02-6/30/2003	Town of Winter Park License to do business
Mary Jane Restaurant	7/1/02-6/30/2003	Town of Winter Park License to do business
Mary Jane Cafeteria	7/1/02-6/30/2003	Town of Winter Park License to do business
Snoasis	7/1/02-6/30/2003	Town of Winter Park License to do business
Sunspot	7/1/02-6/30/2003	Town of Winter Park License to do business
Winter Park/Mary Jane Ski Area	7/1/02-6/30/2003	Town of Winter Park License to do business
Central Reservations	7/1/02-6/30/2003	Town of Winter Park License to do business
Lunch Rock Café	7/1/02-6/30/2003	Town of Winter Park License to do business

Sundance Café	7/1/02-6/30/2003	Town of Winter Park License to do business
The Jane Shop	7/1/02-6/30/2003	Town of Winter Park License to do business
West Portal Station	12/31/02	License to Operate a Retail Food Establishment
Mary Jane Day Center	12/31/02	License to Operate a Retail Food Establishment
The Lodge at Sunspot	12/31//02	License to Operate a Retail Food Establishment
Snoasis	12/31/03	License to Operate a Retail Food Establishment
Lunch Rock	12/31/02	License to Operate a Retail Food Establishment
Sundance Café	12/31/02	License to Operate a Retail Food Establishment
Boxcar Deli	12/31/02	License to Operate a Retail Food Establishment
Club Car/Pepperoni’s	12/31/02	License to Operate a Retail Food Establishment
American Society of Composers, Authors and Publishers – Club Car	Either party may terminate	to allow recorded music to be played
American Society of Composers, Authors and Publishers – Derailer	Either party may terminate	to allow recorded music to be played
BMI Music License – Club Car	12/31/02	License to play recorded music
BMI Music License – Club Car	12/31/02	License to play recorded music
BMI Music License – Derailer	12-31/02	License to play recorded music

Primary Water Board Easementsand Licenses

1.	Exclusive Dominant Easements between the Board and WPRA, dated December 13, 1996 (the “Exclusive Easement”)
2.	Non-Exclusive Utility Easements between the Board and WPRA, dated December 13, 1996 (the “Utility Easement”)
3.	Non-Exclusive Road Easements between the Board and WPRA, dated December 13, 1996 (the “Road Easement”)
4.	Easement Agreement dated June 15, 1994, between WPRA and DWB, for the purpose of maintaining telemetering lines across Tract 41.
5.	Amendment to Easement Agreement between the Board and WPRA, dated December 13, 1996 (the “Easement Agreement”)
6.	Partial Relinquishment executed by the Board, dated December 13, 1996 (the “Relinquishment”)
7.	License Agreement between the Board and WPRA, dated February 28, 1997, including Attachment A, “Termination of Existing Licenses” (the “License Agreement”)
8.	Siphon 1 Exclusive Dominant Easement between the Board and WPRA, dated June 30, 1998.
9.	Siphon !A Exclusive Dominant Easement between the Board, WPRA and Winter Park Village, Inc., dated June 30, 1998.
10.	Non-Exclusive Road Easement Agreement between the Board, WPRA and WPV, dated June 30, 1998.
11.	Non-Exclusive Utility Easements Agreement between the Board, WPRA and WPV, dated June 30, 1998.
12.	Amended Exclusive Dominant Easements between the Board and WPRA, dated June 30, 1998.

Exhibit X
TO LEASE AND OPERATING AGREEMENT

Intangible Personal Property –Material Agreements

Contract Name	Date of Contract
Utilities/Transportation
Carrier	5/01/021
CDOT	Annual
Copy Concepts (copier)	10/30/98
Corridor Agreement	8/3/01
Dover	1/11/93
East Grand Water Quality Control Board	Annual
Fones West (T-3 Lines Partnership)	2001
Gray Oil Company	3/12/98
Ivara Software	7/12/99
License Agreement (parking ZML)	2000
License and Concessionaire Agreement (Winter Park Restaurant Company)	6/12/01
Middle Park Water Conservancy District (Windy Gap)	Annual
Middle Park Water Conservancy District (Wolford)	Annual
Mountain Parks Electric Agreement for electric service.	8/8/97
MPE, Light lease	Month to month
Orkin Pest Control	Month to month
Tiger Natural Gas	11/01/01
W&S Parking lease	11/1/99
Winter Park Water & Sanitation District – P.I.L.O.T. (payment in lieu of taxes)	Annual
Employee Housing
Steve Kleinman – Deed of Trust	7/01
Tabernash Sewer Tap	6/26/01
Communications Site
Legacy Communications, Inc.	4/1/99
Food & Beverage
Campbell Soup Branding Partnership Agreement	10/27/00
Einstein/Noah Bagel Corp.	10/31/00
Good Times Drive Thru	10/24/00
Harney & Sons Teas, Inc.	12/00
Nobel/SYSCO	11/26/01
Peak Amusements	10/29/00
Seattle’s Best/Equipment Loan Agreement	9/12/00
Tolin Mechanical Systems	11/8/01
Vend Equipment Buyer Agreement	5/2/97

Exhibit X
TO LEASE AND OPERATING AGREEMENT

Intangible Personal Property –Material Agreements

Competition Center
Kaleidoscope Sports & Entertainment LLC, (Nastar Membership)	2002-03 ski season
Miller Storage, Inc.	10/10/00
Retail
Bianchi USA Inc.	4/27/95
Merchant Card Management Systems, Inc. (MCMS)	8/21/00
Rossignol Ski Company, Inc.	6/29/00
Sport Select	10/13/98
Lifts
Keystone Resorts Management Inc.	7/13/93
Poma of America, Inc.	2/28/99
Equipment
Snowcats (5)	4/23/02
Snowmobiles (25)	3/26/02
Bank Loan Documents
Assignment of Leases and Rents and Other Income	9/30/93
Collateral Trust Agreement	9/30/93
Deed of Trust and Security Agreement	9/30/93
Financing Agreement	9/30/93
Intellectual Property Security Agreement	9/30/93
Revolving Credit Agreement	9/30/93
Sports Facilities Financing Agreement	9/30/93
Term Loan Agreement	9/30/93
IT
ARIN ASN	Annual
Cisco smartnet (Cisco 7500 Router)	Annual
Datalink Contract 9730 Tape Library	Annual
Internet Domain Names owned by WPRA	Annual
ISP Customer Contracts	Annual
McAfee Anti-Virus	Monthly
Microsoft License Agreement	Bi-Annually
Pinnacle Access	Annual
SNMPc License	Annual
Sprint ISP	Monthly
SurfControl	Annual
T-1 Data Circuits	Monthly
Verisign SSL Keys	Annual
Veritas	08/07/01
Central Reservations
Alamo Rent a Car	11/01/01
Amtrak	9/30/01

Exhibit X
TO LEASE AND OPERATING AGREEMENT

Intangible Personal Property –Material Agreements

Apollo/Galileo	6/1/02
Aspect Customer Agreement	7/6/01
Aspect Professional Services Agreement	7/6/01
AT&T Phone Contract	1/28/99
AT&T Tariff & Service Contract	Month to month
Avis	“evergreen”
Centennial (Front Range office space)	9/24/98
Central Reservations Subscribers	May/June 2002
Crestview (Central Res office Space) (Now Winter Park Station)	11/21/97
Continental Airlines	Annual
Frontier Airlines	Annual
Hertz	Annual
Radixx (Central Res. Software)	11/4/98
Travel Guard Trip Insurance	6/01/01
WORLDRES	10/1/01
Marketing
Alpen Glow Magazine	9/26/00
Anytime Weather	3/1/01
AT&T	1/01
Barnhart Advertising	2/15/00
Byron Hetzler Photography	2/24/00
Certified Brochure Distribution	8/1/02
Clear Channel Concerts (BGP)	5/1/02
ClearChannel Interactive	4/15/02
Cliff Bar, Inc.	10/31/01
CollegeClub	4/1/02
Colorado College	9/02
Colorado Rockies (advertising)	3/17/00
Colorado.com	4/15/02
Colorado-Directory.com	1/29/03
Coloradofishing.net	5/1/02
ColoradoResortNet.com	4/1/02
Continental Airlines	“evergreen”
Central Reservations Subscriber Agreement	annual
CTM Brochure Distribution	01/02
CU Recreation Guide	9/1/02
David Pahl Photography	04/01
Delta Airlines, Inc.	1/1/01
Denver Newspaper Agency	4/2/01
DIA advertising display	6/1/02
DU Sponsorship	7/01/02
Entertainment	4/1/02

Exhibit X
TO LEASE AND OPERATING AGREEMENT

Intangible Personal Property –Material Agreements

Expedia, Inc	7/31/01
Grand County Brochure Delivery, Inc.	5/02
Granton Marketing	9/02
Gregg Adams, Photographer
Guest Guide Advertising	Winter 2001
Hertz	11/13/00
Honda (RPAlpha Group)	11/00
Ken Redding Photography	03/01
Lease for space (WPML Mtn Cam)	11/1/00
Luce Press Clippings	6/14/02
McGraw-Hill Broadcasting	11/1/00
Media Authorization	6/1/02
Medialinq.com
Menu Guide (advertising)	Summer 2002
National Sales Team, LLC	05/02
Nuggets agreement	5/1/02
Pepsi	7/1/98
Rod Walker Photography	04/00
RSN.com
Sister Mountain Agreement	2002
SkiCentral.com	4/15/02
Sno Country Mountain Reports	Annual
Snow Ski Mailing	6/11/02
Snowreport.com	4/15/02
The AMI Group (internet snow report)	Annual
The Weather Channel (tv snow report)	Annual
Ticketing contracts	5/1/02
Tiga Advertising (busses)	1/1/00
TripStream.com
United Airlines, Inc	6/11/01
Weather.com
Wholesaler Agreements 2001-2002 (Various, see attached list)
Winter Park Station	6/1/03
World Wide Ski Corp (Budweiser)	10/01/99
Miscellaneous
City Agreement	Nov., 1950
Monticello	11/1/96
Monticello	3/19/97
Option and Master Development agreement	11/4/97
Snowmaking and Grooming License Agreement (AML)	11/00
Town of Winter Park (P.I.L.O.T.)	Annual

Exhibit X
TO LEASE AND OPERATING AGREEMENT

Intangible Personal Property –Material Agreements

Town of Winter Park (Fraser River Trail)	Unspecified
Trust Agreement – Wells Fargo
Savings and Investment Plan – Wells Fargo	9/1/00
National Ski Areas Association	Annual
Mountain States Employers Council	Annual
Colorado Ski Country	Annual
Grand Lake Chamber of Commerce	Annual
Insurance
Aon Agent – Chubb Group of Insurance Companies	5/28/02
Aon Agent – Chubb Group of Insurance Companies	6/10/02
Aon Agent – Genesis Insurance Co.	5/1/02
Aon Agent – Hartford Steam Boiler
Aon Agent – Royal Indemnity Co.	5/1/02
Aon Agent – Safety National	11/1/01
Aon Agent – CNA (Columbia Casualty Company Non Admitted)	7/2/02
Aon Agent – Great American California, UT; Federal Insurance Co.; New York Marine and General Insurance Co.	5/1/02
CEMMI	1/1/02
Dry Creek Surgery	6/1/02
Reliance Standard Life	8/1/01
ReliaStar Life Insurance Co./ING Employee Benefits	1/1/02
Standard Insurance Company	1/1/99
United Dental Care of Colorado, Inc.	1/1/02
Colorado West Regional Mental Health	8/1/01
Denman, Gray & Co	1/1/02
Mountain States Administration	1/1/02
Mountain Medical Affiliates	1/1/02
Protective Dental Care	1/1/02
Royal Indemnity Co	6/1/02

Exhibit X
TO LEASE AND OPERATING AGREEMENT

Intangible Personal Property –Material Agreements

Royal Indemnity Co

Any Mountain Tours

Apple Vacations

Arke Reizen

Aspen Ski Tours

Carolina Tours, Inc.

Colorado Hosts

Crossroad Adventures

Crystal Holidays

D&D Ski Vacations

Education Overland

Expedia Inc.

Gogo Liberty Tours

Group Trips Unlimited

High Point Travel

Holiday World

JTM Tours

Kincaid Coachlines

Kingdom Tour & Travel

Lynx Ski Travel

Mark Travel

Mogul Ski & Snowboard Tours

Mountain Escapes

Mountain Sports Travel

Neilson Ski Holidays

Ripley’s Mountain Adventure

RMA Ski Tours

Rocky Mountain Vacations

Sitzmark Travel

Ski Celebration

Ski Independence

Ski the Rockies of Colorado

Snowball Tours

Snowtime

Sport America Tours

Sportours

Sports Travel

Target Sport Adventures

Whitewood Tours

Winter Ski & Sports

In addition, those Leases detailed in Exhibits S and T as well as the various Agreements concerning water rights detailed in Exhibit E are incorporated herein by reference.

EXHIBIT Y
CURRENT ASSETS AND CURRENT LIABILITIES
As of 7/06/02

Winter Park Recreational Association
	07/06/02 $
Current Assets
Cash Balances	$	121,116.77
Temporary Investments		1,458,292.68
Investment Reserve		2,879,063.79
Accounts Receivable		712,158.23
Inventories		837,197.19
Prepaid Expenses		342,676.09
Total Current Assets		6,350,504.75
Current Liabilities
Accounts Payable		657,715.50
Deposits from Customers		25,883.28
Salaries Payable		1,268,899.86
Accrued Payroll Taxes		121,246.92
Accrued Fringe Benefits		1,052,806.12
Deferred Income		2,088,330.67
Sales Tax Payable		18,347.01
Accrued Expenses		191,655.92
Long Term Debt - Current Portion		4,055,661.66
Total Current Liabilites		9,480,546.94

EX-10.19

BLUE MOUNTAIN RESORTS HOLDINGS INC.

-and-

INTRAWEST CORPORATION

-and-

BLUE MOUNTAIN RESORTS LIMITED

SHAREHOLDERS’ AGREEMENT

January 28, 1999

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1	Definitions	2
1.2	Sections and Headings	9
1.3	Gender, Etc.	10
1.4	Accounting Principles	10
1.5	Preamble	10
1.6	Approval	10
1.7	Unanimous Shareholders’ Agreement	10
ARTICLE 2
MANAGEMENT
2.1	Board of Directors	10
2.2	Initial Nominees	11
2.3	Meetings	11
2.4	Officers	12
2.5	Auditors	12
2.6	Matters Requiring Approval	12
2.7	Shareholder Representatives	15
2.8	Investment in Village Core Commercial Space	15
2.9	Distribution Policy	16
2.10	Annual Budgets and Capital Expenditures Budgets	16
2.11	Implementation of Approved Budgets	17
2.12	Information	17
2.13	Head Office Services	17
2.14	Agreement to Act	17
2.15	Corporation to be Bound	17
2.16	Claims against the Corporation	18
2.17	Confidentiality	18
ARTICLE 3
RESTRICTIONS ON TRANSFER
3.1	No Transfer of Shares	19
3.2	Endorsement on Certificates	19

-i-

3.3	Permitted Encumbrances	19
3.4	Intrawest Permitted Transfers	20
3.5	Continuance or Amalgamation Permitted	20
3.6	Covenants re Intrawest Permitted Transferee	20
3.7	Holdings Permitted Transfers	21
3.8	Covenants re Holdings Permitted Transferee	21
3.9	Matters Relating to Holdings	22
3.10	Eligible Holdings Transferees	22
3.11	Covenants re Eligible Holdings Transferee	23
ARTICLE 4
ISSUANCES OF ADDITIONAL SHARES
4.1	Pre-emptive Rights	23
4.2	Closing	24
ARTICLE 5
RIGHT OF FIRST OFFER
5.1	Right of First Offer	24
5.2	Carryback Note and Non-Cash Consideration	25
5.3	Withdrawal of Offer	25
5.4	Offeree’s Right to Purchase Offered Shares	25
5.5	Notice of Intention to Purchase	27
5.6	Purchase of Offered Shares by Offerees	27
5.7	Sale to Third Party Offeror	27
5.8	Extension of Time	27
5.9	Outstanding Notices	27
5.10	Limitations	27
5.11	Limitations	28
ARTICLE 6
DRAW ALONG RIGHTS
6.1	Draw Along Right	28
6.2	Draw Along Notice	29
6.3	Closing Procedures	30
6.4	Time Limit	31

-ii-

ARTICLE 7
TAG ALONG RIGHTS
7.1	Tag Along Rights	31
7.2	Tag Along Offer	31
7.3	Election by Remaining Shareholder	33
7.4	Closing Procedures	33
7.5	Failure to Give Tag Along Notice	33
7.6	Time Limit	34
ARTICLE 8
PUT OPTIONS
8.1	Put Options	34
8.2	Put Notice	34
8.3	Price	35
8.4	Holdings Indemnity	35
8.5	Closing	36
8.6	Call Notice	36
8.7	Suspension of Put Options	36
ARTICLE 9
INTRAWEST CALL OPTION
9.1	Call Options	37
9.2	Call Notice	37
9.3	Price	37
9.4	Closing	37
9.5	Suspension of Call Option	37
ARTICLE 10
RESOLUTION OF DISPUTES BETWEEN HOLDINGS AND INTRAWEST
10.1	Deadlock	38

-iii-

ARTICLE 11
DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES
11.1	Default and Involuntary Transfers of Shares	39
11.2	Right to Purchase Pro Rata	40
11.3	Price	40
11.4	Exercise of Involuntary Transfer Option	40
11.5	Closing	40
ARTICLE 12
CLOSING PROCEDURES
12.1	Closing Procedures	40
12.2	Time and Place of Closing	40
12.3	Consents	41
12.4	Payment and Delivery	41
12.5	Default of Selling Shareholder	41
12.6	Sale Effective	42
12.7	Non-Completion by Intrawest	42
12.8	Power of Attorney	42
12.9	Consent to Transfer	42
12.10	Entitlement to Purchase Price	43
ARTICLE 13
GENERAL
13.1	Conflict	43
13.2	Transferees to be Bound by Agreement	43
13.3	No Partnership	43
13.4	Time of the Essence	44
13.5	Benefit of the Agreement	44
13.6	Entire Agreement	44
13.7	Amendments and Waivers	44
13.8	Assignment	44
13.9	Termination	44
13.10	Severability	44
13.11	Notices	44
13.12	Governing Law	45

-iv-

13.13	Counterparts	46
13.14	Further Acts	46
13.15	Business Day	46
13.16	Legal Fees	46
ARTICLE 14
EXECUTION
14.1	Execution	46

SCHEDULE A - DETERMINATION OF MARKET VALUE
SCHEDULE B - HOLDINGS SHAREHOLDERS
SCHEDULE C - DIRECTORS’ REMUNERATION

-v-

SHAREHOLDERS’ AGREEMENT

THIS AGREEMENT is made as of the 28th day of January, 1999

AMONG:

BLUE MOUNTAIN RESORTS HOLDINGS INC. an Ontario corporation

AND:

INTRAWEST CORPORATION, a British Columbia company

AND:

BLUE MOUNTAIN RESORTS LIMITED, an Ontario corporation

WHEREAS:

A. The Corporation is incorporated under the laws of the Province of Ontario;

B. The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 243,302 Common Shares are issued and outstanding to the Shareholders in the respective numbers set forth opposite their names as follows:

Shareholder	No. and Class of Shares
Holdings	121,651 Common Shares
Intrawest	121,651 Common Shares

C. The parties hereto wish to set forth and declare herein their relationship towards each other in the Corporation and to provide, inter alia, for the operation and management of the Corporation’s business and affairs and the transfer and sale of shares in the capital of the Corporation and this Agreement supersedes all prior shareholders’ agreements entered into by the shareholders of the Corporation, as they apply to the Corporation, including, without limitation, the agreement made August 27,1982, as amended by the agreement made December 22,1993.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements herein contained the parties hereto agree as follows:

-1-

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“Act” means the Ontario Business Corporations Act as amended and in force from time to time;

“Additional Share” means any Share proposed to be issued by the Corporation;

“Agreement” means this agreement and all schedules attached hereto and all amendments made hereto and thereto by written agreement between the parties hereto;

“Annual Budget” means, in respect of any fiscal year of the Corporation, a budget and business plan for the Corporation and its subsidiaries for such fiscal year prepared by management of the Corporation in a form consistent with past practice, including a summary of projected consolidated net income of the Corporation for such fiscal year and projected EBITDA for such fiscal year (each determined in accordance with generally accepted accounting principles) and a summary of projected consolidated cash flow from operations of the Corporation for such fiscal year and changes in the consolidated financial position of the Corporation for such fiscal year (each determined in accordance with generally accepted accounting principles);

“Appraiser” has the meaning set out in section 5.2;

“Approved Budget” means, collectively, the Annual Budget or amended Annual Budget and the Capital Expenditures Budget or amended Capital Expenditures Budget, most recently approved pursuant to subsection 2.6(8);

“BMR Option” has the meaning given to it in the Real Estate Purchase Agreement;

“Board of Directors” means the directors of the Corporation from time to time;

“Business Day” means any day other than a Saturday, Sunday or statutory holiday in Ontario;

“Call Event” means the second anniversary of the date upon which the sales of 90% of the Commercial Resort Units and 50% of the aggregate of the Horizontally Attached Dwellings and the Multi Attached Dwellings contemplated by the Master Plan have closed;

“Call Notice” has the meaning set out in section 9.2;

“Call Option” has the meaning set out in section 9.1;

-2-

“Call Shares” has the meaning set out in section 9.1;

“Capital Expenditures Budget” means, in respect of any fiscal year of the Corporation, a summary of the budgeted capital expenditures and dispositions of capital assets of the Corporation during such fiscal year prepared by management of the Corporation in a form consistent with past practice;

“Carryback Note” has the meaning set out in section 5.2;

“Carryback Note and Non-Cash Consideration Value” has the meaning set out in section 5.2;

“Cash Equivalent Purchase Price per Offered Share” means the aggregate of:

(a) the amount of cash to be paid for the Offered Shares as set forth in the Notice divided by the number of Offered Shares;

(b) a cash amount equal to the fair market value of all Carryback Notes, if any, set forth in the Notice to be given in exchange for the Offered Shares divided by the number of Offered Shares; and

(c) a cash amount equal to the fair market value of all Non-Cash Consideration, if any, set forth in the Notice to be given in exchange for the Offered Shares divided by the number of Offered Shares;

“Claim” has the meaning given to it in section 2.16;

“Commercial Resort Unit” has the meaning given to it in the Real Estate Purchase Agreement;

“Common Shares” means the common shares in the capital of the Corporation;

“Consent” has the meaning set out in section 12.3;

“Constating Documents” of the Corporation or any subsidiary of the Corporation means the articles of incorporation, continuance, amalgamation or arrangement and the bylaws, or other constating documents, as the case may be, of the Corporation or any subsidiary of the Corporation, as the same may be altered or amended in compliance with the terms hereof, and from time to time in effect and includes the memorandum and articles, articles of incorporation, continuance, amalgamation or arrangement or other constating documents of any Successor Corporation, as the same may be altered or amended in compliance with the terms hereof, and from time to time in effect;

“Corporation” means Blue Mountain Resorts Limited and any Successor Corporation;

-3-

“Depositary” has the meaning set out in subsection 8.4;

‘‘Determined Sales Price” has the respective meanings set out in section 6.2 and section 7.2;

“Draw Along Notice” has the meaning set out in section 6.2;

“Draw Along Right” has the meaning set out in section 6.1;

“Draw Along Shareholder” has the meaning set out in subsection 6.1(1);

“EBITDA” means, for any period, the consolidated revenues less the consolidated expenses of the Corporation for such period determined in accordance with generally accepted accounting principles, plus (i) consolidated interest expense of the Corporation for such period, plus (ii) consolidated income tax expense of the Corporation for such period, plus (iii) consolidated depreciation expense of the Corporation for such period, plus (iv) consolidated amortization expense of the Corporation for such period, minus (v) consolidated interest income of the Corporation for such period, all as determined in accordance with generally accepted accounting principles; provided, however, that to the extent taken into account in determining such amount there shall be excluded therefrom all extraordinary or non-recurring items and all income taxes (either positive or negative) attributable to extraordinary or non-recurring gains or losses;

“Eligible Holdings Transferee” means (i) any Holdings Family Member, (ii) any one or more trusts, the only beneficiaries of which are one or more Holdings Family Members or (iii) any general or limited partnership, corporation or limited liability company which is wholly owned, directly or indirectly, by one or more Holdings Family Members or any trust of which they are the sole beneficiaries;

“Government Authority” means Canada and the Provinces of British Columbia and Ontario and includes any agency, department, commission, board, bureau or instrumentality thereof and any other Person exercising executive, legislative, judicial, regulatory or administrative functions thereof or pertaining thereto;

“Holdings” means Blue Mountain Resorts Holdings Inc.;

“Holdings Family Member” means, with respect to a Holdings Shareholder who is an individual, such individual and any one or more of the direct lineal descendants, natural or adoptive, of such Holdings Shareholder, or his or her current or future spouse, and with respect to any Holdings Shareholder that is a corporation, the individuals who directly or indirectly hold the shares of such corporation at the date hereof, and any one or more of their lineal descendants, natural or adoptive, and their current or future spouses;

“Holdings Permitted Transferee” has the meaning set out in section 3.7;

“Holdings Shareholders” means those Persons listed on Schedule B to this Agreement;

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“Holdings Shares” means any shares in the capital of Holdings;

“Horizontally Attached Dwellings” has the meaning given to it in the Real Estate Purchase Agreement;

“Indemnity Deposit” has the meaning set out in subsection 8.4(2)(a);

“Independent”, with reference to an appraiser for purposes of section 5.2 or a public chartered accountancy firm for purposes of sections 4 and 6 of Schedule A, means such Person (i) is in fact independent of each Shareholder involved in the relevant determination of fair market value, (ii) does not have any direct financial interest or material indirect financial interest in any Shareholder, (iii) deals at “arm’s length” with each Shareholder within the meaning of such expression in the Tax Act and (iv) does not have significant business dealings with any Shareholder or any of its directors who form part of management or its senior officers;

“Intrawest” means Intrawest Corporation;

“Intrawest Permitted Transferee” has the meaning set out in section 3.4;

“Involuntary Transfer” has the meaning set out in section 11.1;

“Involuntary Transferor” has the meaning set out in section 11.1;

“Involuntary Transferor Option” has the meaning set out in section 11.1;

“Involuntary Transferor Shares” has the meaning set out in section 11.1;

“Master Plan” has the meaning given to it in the Real Estate Purchase Agreement;

“Material Asset” means any asset of the Corporation or any subsidiary of the Corporation which is material to the business of the Corporation and its subsidiaries, taken as a whole, and has a fair market value of $100,000 or more;

“Material Contract” means any contracts to which the Corporation is a party:

(a) which are not entered into in the ordinary and normal course of business and which involve an obligation of the Corporation to pay an amount of $25,000 or more in respect of any single transaction or series of transactions constituting part of an overall transaction;

(b) which affect ownership or possession of, or title to, or any interest in, or the right to use or occupy any Material Assets (other than by way of security for indebtedness in respect of borrowed monies), in each case in a manner material to the Corporation and its subsidiaries, taken as a whole;

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(c) which involve co-ownership, joint venture or partnership arrangement in respect of or affecting any Material Assets;

(d) which involve non-competition obligations of the Corporation or any subsidiary of the Corporation;

(e) which involve restrictive covenants of the Corporation or any subsidiary of the Corporation that limit the ability of the Corporation or such subsidiary to carry on its business or operations in a manner consistent with past practice or future planned activities;

(f) under which the Corporation or any subsidiary of the Corporation is required to pay any royalty, licence fee, management fee or the like to any Person of $100,000 or more in respect of any single transaction or series of transactions constituting part of an overall transaction; or

(g) the terms and conditions of which would conflict with, or be breached by, or result in the acceleration of any debts, liabilities or obligations of the Corporation or any subsidiary of the Corporation in the event of any Transfer of Common Shares expressly provided for in this Agreement;

“Mediator” has the meaning set out in subsection 10.1(2);

“Multi Attached Dwellings” has the meaning given to it in the Real Estate Purchase Agreement;

“Non-Cash Consideration” has the meaning set out in section 5.2;

“Notice” has the meaning set out in section 5.1;

“Offer” has the meaning set out in section 5.1;

“Offered Shares” has the meaning set out in subsection 5.1(1);

“Offeree” has the meaning set out in section 5.1;

“Offeror” has the meaning set out in section 5.1;

“Other Shareholder” has the meaning set out in section 11.1;

“Person” includes an individual, a firm, a corporation, a partnership, a trust, an association, a joint venture, an unincorporated organization and every other legal or business entity whatsoever;

“Place of Closing” has the meaning set out in section 12.2;

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“Purchase Offer” has the meaning set out in subsection 6.2(1)(b);

“Purchase Price” has the meaning set out in section 12.4;

“Purchased Shares” has the meaning set out in subsection 12.4(1);

“Purchaser” has the meaning set out in section 12.4;

“Put Notice” has the meaning set out in section 8.2;

“Put Option” has the meaning set out in section 8.1;

“Put Shares” has the meaning set out in section 8.1;

“Real Estate Purchase Agreement” means the agreement of purchase and sale dated for reference December 31, 1998 among Intrawest, the Corporation and Craigleith Development Limited relating to the purchase and development of certain lands currently owned by the Corporation and Craigleith and known as the “Village Core”, as amended from time to time;

“Related Party” of the Corporation or any subsidiary of the Corporation means any Person that is:

(a) a corporation of which the Corporation or such subsidiary beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation for the time being outstanding;

(b) a Person that beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the Corporation for the time being outstanding;

(c) a partner of the Corporation or such subsidiary, other than;

(i) a limited partner in a limited partnership of the Corporation or such subsidiary; and

(ii) a partner of the Corporation or such subsidiary holding less than a 20% interest in a partnership the business of which is not related to the business of the Corporation;

(d) a current or former director, officer or shareholder of the Corporation or such subsidiary or of any corporation or business enterprise in which the Corporation or such subsidiary has a material interest;

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(e) a trust or estate in which the Corporation or such subsidiary or any Person referred to in paragraphs (a) to (d) above has a material interest or as to which the Corporation or such subsidiary or any such Person serves as trustee or in a similar capacity;

(f) a beneficiary of any trust or estate referred to in paragraph (e) above;

(g) a relative of any Person referred to in paragraphs (a) to (f) above;

(h) a Person to whom any Person referred to in paragraphs (a) to (f) above is married or with whom any such Person is living in a conjugal relationship outside marriage;

(i) a relative of a Person mentioned in paragraph (h) above who has the same home as any Person referred to in paragraphs (a) to (f) above; or

(j) any Person not dealing at “arm’s length” with the Corporation or such subsidiary within the meaning of those expressions in the Tax Act;

“Remaining Shareholder” has the meaning set out in sections 6.1 and 7.1;

“Share Purchase Agreement” means the Share Purchase Agreement dated as of January 8, 1999 between the Corporation and Intrawest;

“Shareholder Representative” has the meaning set out in section 2.7;

“Shareholders” means Holdings and Intrawest, together with such other Persons as may become parties to this Agreement pursuant to section 13.2 and the other provisions hereof who are holders of Shares, and “Shareholder” means any of them (provided that any such party will cease to be a Shareholder following the Transfer by such party of all of its right, title and interest in all Shares and such Person ceasing to be registered as the owner of any Shares);

“Shares” means any shares in the capital of the Corporation and “Share” means any of them;

“subsidiary” has the meaning given to the term “subsidiary” in the Act;

“Successor Corporation” means any successor corporation to Blue Mountain Resorts Limited following an amalgamation, reorganization or reconstruction of Blue Mountain Resorts Limited or statutory arrangement between Blue Mountain Resorts Limited and its shareholders (or any class thereof);

“Tag Along Block Shareholder” has the meaning set out in subsection 7.1(1);

“Tag Along Notice” has the meaning set out in section 7.3;

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“Tag Along Offer” has the meaning set out in section 7.1;

“Tax Act” means the Income Tax Act (Canada), R.S.C. 1985, c.l (5^th Supp.), as amended from time to time;

“Third Party Offer” has the respective meanings set out in subsections 6.1(1) and 7.1(1);

“Third Party Offeror” means a Person acting as principal and dealing at arm’s length with the Offeror within the meaning of such expression in the Tax Act;

“Time of Closing” has the meaning set out in section 12.2;

“Transfer” of any Share means any sale, exchange, transfer, assignment, gift, pledge, encumbrance, hypothecation, alienation, disposition or other transaction, whether voluntary, involuntary or by operation of law (as upon a court order or declaration or execution sale or otherwise), by which the legal or beneficial ownership of, or any security interest or other interest in, such Share passes from one Person to another, or to the same Person in a different capacity, whether or not for value, including any sale, assignment, transfer, mortgage, pledge, charge, disposition or other encumbrance of any interest in or control over any Share by any assignee of a bankrupt or insolvent Shareholder, execution creditor, liquidator, receiver, mortgagee, pledgee or other security holder of a Shareholder other than a transmission of the Share from a deceased or incompetent Shareholder to the estate or legal personal representative of the Shareholder or a transfer of the Share to a beneficiary of the estate of the Shareholder, for so long as the Share continues to be held by such estate or legal personal representative or by such beneficiary, and “Transfer” includes any corporate reorganization a significant result of which is to achieve indirectly that which is not permitted directly hereunder, and “to Transfer”, “Transferred” and similar expressions have corresponding meanings;

“Vendor” has the meaning set out in section 12.4; and

“Withdrawal Notice” has the meaning set out in section 5.3;

and the terms defined in Schedule A have the meanings assigned to such terms therein.

1.2 Sections and Headings. The division of this Agreement into Articles and sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. The expressions “Article”, “section”, “subsection” and “paragraph” followed by a number or a letter mean and refer to the specified article, section, subsection or paragraph of this Agreement.

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1.3 Gender, Etc. Except where the context requires otherwise, any reference in this Agreement to gender includes all genders, words used herein importing the singular number include the plural and vice versa, words importing Persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and companies and vice versa, the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto).

1.4 Accounting Principles. Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants or any successor thereto, applicable as at the date on which a calculation is made or required to be made hereunder in accordance with generally accepted accounting principles. All accounting terms not otherwise defined herein shall have the meanings assigned to them, and all computations made pursuant to this Agreement, except as expressly provided, otherwise shall be made in accordance with generally accepted accounting principles.

1.5 Preamble. The preamble hereto is hereby incorporated into this Agreement and forms a part hereof.

1.6 Approval. Unless the context otherwise requires or except as is otherwise provided, any reference to “approval”, “authorization” or “consent” of a Shareholder means the written approval, written authorization or written consent of the Shareholder.

1.7 Unanimous Shareholders’ Agreement. This Agreement is entered into between all the Shareholders of the Corporation and, accordingly, is a unanimous shareholders’ agreement for the purposes of section 108(3) of the Act.

ARTICLE 2

MANAGEMENT

2.1 Board of Directors. The Board of Directors will consist of eight directors. Each Shareholder will vote or cause its Shares to be voted at each meeting of the shareholders of the Corporation at which directors of the Corporation are elected or appointed (or execute or cause to be executed one or more consent resolutions in lieu thereof) so:

(1) during the time when Holdings holds greater than 90% of the issued and outstanding Common Shares, seven Persons nominated by Holdings and one Person nominated by Intrawest for election to the Board of Directors will be elected or appointed as directors of the Corporation;

(2) during the time when Holdings holds greater than 75% and no more than 90% of the issued and outstanding Common Shares, six Persons nominated by Holdings and two Persons nominated by Intrawest for election to the Board of Directors will be elected or appointed as directors of the Corporation;

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(3) during the time when Holdings holds greater than 50% and no more than 75% of the issued and outstanding Common Shares, five Persons nominated by Holdings and three Persons nominated by Intrawest for election to the Board of Directors will be elected or appointed as directors of the Corporation;

(4) during the time when each of Intrawest and Holdings holds 50% of the issued and outstanding Common Shares, four Persons nominated by Intrawest and four Persons nominated by Holdings for election to the Board of Directors will be elected or appointed as directors of the Corporation;

(5) during the time when Intrawest holds greater than 50% and no more than 75% of the issued and outstanding Common Shares, five Persons nominated by Intrawest and three Persons nominated by Holdings for election to the Board of Directors will be elected or appointed as directors of the Corporation;

(6) during the time when Intrawest holds greater than 75% and no more than 90% of the issued and outstanding Common Shares, six Persons nominated by Intrawest and two Persons nominated by Holdings for election to the Board of Directors will be elected or appointed as directors of the Corporation; and

(7) during the time when Intrawest holds greater than 90% of the issued and outstanding Common Shares, seven Persons nominated by Intrawest and one Person nominated by Holdings for election to the Board of Directors will be elected or appointed as directors of the Corporation;

and no Shareholder will vote or suffer or permit any of its Shares to be voted in favour of any Person for the office of director of the Corporation (or execute or suffer or permit to be executed any consent resolution by which any Person is to be elected or appointed as a director of the Corporation) except Persons nominated in accordance with this section 2.1.

2.2 Initial Nominees. The initial director nominees of Intrawest shall be Gary Raymond, Hugh Smythe, Roger McCarthy and Lorne Bassel and the initial director nominees of Holdings shall be Gordon Canning, George Weider, Don McGillivray and Urban Joseph. If a director vacates his or her position, the vacancy shall be filled with a nominee of the nominator of such director within 30 days of the occurrence of such vacancy.

2.3 Meetings. Meetings of the Board of Directors shall be held at least once every three months. At least five Business Days’ prior notice shall be given for each meeting unless the giving of such notice is waived by all directors before, during or after the meeting. Such notice shall set out in reasonable detail the business to be considered at the meeting. Any director may participate in a meeting by telephone. A quorum for the transaction of business at any meeting of the Board of Directors shall be a majority present in person or by conference telephone, provided that such majority includes at least one nominee of Intrawest and one nominee of Holdings; provided that if a meeting of the Board of Directors is called and a quorum is not achieved, the meeting shall be postponed to the date which is one week after the date of such meeting, to be held at the same time

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and place, and the postponed meeting shall be deemed to be duly constituted even if there is not one nominee of Intrawest and one nominee of Holdings present thereat. Subject to section 2.6, all matters or questions requiring action or decision at any meeting of the Board of Directors shall be determined by a majority of votes cast at such meeting. Any business to be conducted at a meeting of the Board of Directors may, in lieu of a meeting, be conducted by resolution in writing signed by all of the directors. The Corporation shall reimburse each of the directors for any reasonable travel costs incurred by him or her in the course of fulfilling his or her responsibilities as director.

2.4 Officers. The officers of the Corporation shall be:

Name	Office or Offices to be Held
George Weider	Chairman of the Board
Gordon Canning	President and Chief Executive Officer
Donald McGillivray	Vice-President
Harold Abbotts	Vice-President, Finance
William Skelton	Vice-President, Recreation Services
Alvard Petten	Vice-President, Hospitality Services
Bev Philp	Vice-President, Marketing
David Sinclair	Vice-President, Human Resources

The officers of the Corporation shall be fully responsible for the day-to-day operations of the Corporation, subject at all times to the provisions of section 2.6, and shall report to the Board of Directors as required.

2.5 Auditors. The auditors of the Corporation shall be Gaviller & Company, or such other firm of chartered accountants as may be appointed from time to time by the Shareholders pursuant to subsection 2.6(17).

2.6 Matters Requiring Approval. During the time Intrawest or Holdings holds at least 25% of the issued and outstanding Common Shares, in addition to any other approval that may be required by law, by this Agreement or pursuant to the Corporation’s Constating Documents, neither the Corporation nor any subsidiary of the Corporation shall take any of the following actions, and none of the parties to this Agreement shall authorize, take part in or permit any of the following actions to be taken by the Corporation or any subsidiary, unless such action is approved by each of the Shareholders:

(1) the redemption or purchase for cancellation or acquisition or other retirement for value of any Shares, or any other distribution of the assets of the Corporation to its shareholders other than lawful distributions in accordance with the distribution policy referred to in section 2.9;

(2) the transfer or issuance by the Corporation or any subsidiary of the Corporation of any shares in the capital of, or right, title or interest in, the Corporation or any subsidiary of the Corporation or any corporation or other business entity other than the Corporation which carries on a material part of its overall business, including the making of an allotment of, or the issuance or granting of any option, right or warrant to subscribe for, purchase or otherwise acquire, any Share or any security convertible into or exchangeable for any Share;

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(3) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any Shares or the amendment or variation of any rights, privileges, restrictions or conditions attaching to any such Shares;

(4) the amalgamation, merger, consolidation or reorganization of the Corporation or any subsidiary of the Corporation, or the approval or effecting of any compromise or arrangement between the Corporation or any subsidiary of the Corporation and its creditors or any class of them or its Shareholders or any class of them, in each case, whether statutory or otherwise;

(5) the filing of a voluntary petition under any bankruptcy laws or the making of a voluntary assignment for the benefit of the creditors of the Corporation or any subsidiary of the Corporation generally or the taking or institution of any proceedings for the winding-up, liquidation or dissolution of the Corporation or any subsidiary of the Corporation;

(6) the taking of any action to alter or amend or change the Constating Documents of the Corporation or any subsidiary of the Corporation;

(7) the entering into of any transaction, contract, commitment or agreement with any Related Party of the Corporation or of a subsidiary of the Corporation where the subject matter of the transaction, contract, commitment or agreement has a value in excess of, or such transaction, contract, commitment or agreement may involve the Corporation or any of its subsidiaries being, or becoming obligated to make payments or capital expenditures or incurring liabilities, in the aggregate over the term of such transaction, contract, commitment or agreement in excess of, $50,000 in respect of any single transaction or series of transactions constituting part of an overall transaction, provided that where the value of such transaction, contract, commitment or agreement is less than $50,000, such transaction, contract, commitment or agreement is on terms and at a cost or for a price or consideration to the Corporation or any of its subsidiaries which are no less advantageous to the Corporation or such subsidiary than would generally be available to the Corporation or such subsidiary from Persons acting as principal and dealing at arm’s length with the Corporation or such subsidiary within the meaning of such expression in the Tax Act;

(8) the adoption or approval of an Annual Budget, an amended Annual Budget, a Capital Expenditures Budget or an amended Capital Expenditures Budget;

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(9) except for indebtedness for or in respect of borrowed monies in an amount less than $15,000,000 in the aggregate for the Corporation and its subsidiaries and except as provided for in the Approved Budget, borrow any money, assume, incur or become liable upon any indebtedness for or in respect of borrowed money, give any security or assume, incur or become liable or undertake, commit or agree to assume, incur or become liable in respect of any indebtedness for borrowed monies of any Person;

(10) except as provided for in the Approved Budget, authorize or make any capital expenditures in excess of, or purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber, or agree, absolutely or contingently, to purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of or encumber any single asset, or property or right having a value in excess of $100,000 for any item or series of items constituting part of a single item, or $100,000 in the aggregate in any fiscal year for the Corporation and its subsidiaries;

(11) enter into, or make any material modification or material amendment to any Material Contract or waive (in whole or in part) any material rights under any Material Contract, other than as provided for in the Approved Budget;

(12) establish, adopt, enter into, make or amend any collective bargaining, bonus, profit sharing, compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee of the Corporation or any of its subsidiaries, or make any award or payment to any director, officer or employee of the Corporation or any of its subsidiaries except in the ordinary course of business and consistent with past practice and except as provided for in the Approved Budget; provided, however, that compensation paid to the directors of the Corporation set out in Schedule C for all services rendered to the Corporation by them will remain at the levels set out in Schedule C until the first anniversary of the date of this Agreement;

(13) grant financial assistance to any Person, directly or indirectly, by way of loan, guarantee, the provision of security or otherwise, other than financial assistance where the amount or value of the loan, guarantee, security or other financial assistance provided to or for the benefit of any Person or in respect of any single transaction or series of transactions constituting part of an overall transaction, does not exceed $50,000 and the amount or value of the aggregate financial assistance in any financial year of the Corporation does not exceed $50,000;

(14) subscribe for, take, purchase, acquire or hold, or undertake, commit or agree to subscribe for, take, purchase, acquire or hold, shares or other securities of any Person or the whole or any substantial part of the assets and liabilities of any Person comprising a business;

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(15) enter into, create, dissolve or terminate any partnership, joint venture or any arrangement for the sharing of profits, co-ownership or reciprocal concession with any Person pursuant to which the Corporation and its subsidiaries is or may become obligated to make payments or incur liabilities, in the aggregate, over the term of the partnership, joint venture or profit sharing, co-ownership or reciprocal concession arrangement, in excess of $50,000;

(16) the taking of any action which would result in any material change in the nature of the business of the Corporation or the implementation of any other material change in the present business, affairs, capitalization, distribution policy or practice, or financial condition of the Corporation and its subsidiaries, taken as a whole, other than any change in general business conditions or any change in the markets or prices for the Corporation’s principal services;

(17) any change in the fiscal year end of the Corporation or of the auditors of the Corporation; or

(18) any change in the officers of the Corporation;

provided that nothing contained in this section 2.6 shall prohibit the making of any non-discretionary expenditures or any expenditures necessary for the normal repair and maintenance of any asset or property owned or held under lease or licence by the Corporation or any subsidiary of the Corporation or to avoid the suspension of necessary services to or the provisions of necessary services by the Corporation or any subsidiary of the Corporation, The provisions of this section 2.6 do not apply to transactions between the Corporation and any of its wholly-owned subsidiaries or between any of its wholly-owned subsidiaries.

2.7 Shareholder Representatives. For the purposes of approving the matters set out in section 2.6, each of the Shareholders shall appoint two representatives (“Shareholder Representatives”) and the initial Shareholder Representatives shall be as follows:

Intrawest	Holdings
Gary Raymond	Gordon Canning
Hugh Smythe	George Weider

Each of the Shareholder Representatives shall have full authority to act on behalf of and to bind the Shareholder who appointed him or her, and all decisions and determinations made by a Shareholder Representative in respect of matters under this Agreement shall be binding on the Shareholder who appointed him or her. Each of the Shareholders may at any time and from time to time by notice replace any one or both of its Shareholder Representatives and any Shareholder Representative so replaced shall cease to be a Shareholder Representative upon the delivery of a copy of such notice to the other Shareholder.

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2.8 Investment in Village Core Commercial Space. Notwithstanding any other provision of this Agreement, as long as Holdings owns at least 25% of the issued and outstanding Common Shares, Holdings will have the unfettered ability in its sole discretion to cause the Corporation to exercise the BMR Option.

2.9 Distribution Policy. Subject to the provisions of the Act in respect of the making of distributions, including the payment of dividends, and unless the making of a distribution, including the declaration and payment of dividends, causes a default in the Corporation’s loan agreements, each of the Shareholders acknowledges and agrees that the distribution policy of the Corporation shall be:

(1) during each fiscal year of the Corporation, the Corporation shall distribute to the holders of its Common Shares an aggregate amount equal to $576,000; and

(2) in addition to the distributions set out in subsection (1) above, for each of the first two years following the date of this Agreement, the Corporation shall distribute to the holders of its Common Shares an aggregate amount equal to $300,000.

2.10 Annual Budgets and Capital Expenditures Budgets. Management of the Corporation will prepare and submit to the Shareholders for approval pursuant to subsection 2.6(8): (i) no later than November 1 in each fiscal year an Annual Budget in respect of such fiscal year and the first 45 days of the immediately following fiscal year of the Corporation for approval pursuant to subsection 2.6(8) together with a draft Capital Expenditures Budget for such fiscal year for informational purposes only; and (ii) no later than February 15 in each fiscal year, a final Capital Expenditures Budget for such fiscal year for approval pursuant to subsection 2.6(8). In addition, if during any fiscal year of the Corporation following approval by the Shareholders of an Annual Budget in respect of such fiscal year management of the Corporation, in good faith, believes, or either of the Shareholders notifies the Corporation that it, in good faith, believes it is reasonably likely that EBITDA in respect of such fiscal year will be less than 75% of budgeted EBITDA in respect of such fiscal year as set out in such Approved Budget, as promptly as reasonably possible management of the Corporation will prepare and submit to the Shareholders for approval pursuant to subsection 2.6(8) an amended Annual Budget and an amended Capital Expenditures Budget in respect of such fiscal year. Promptly (and in any event within 30 days after the same is submitted to the Shareholders), a meeting of the Shareholders will be held at which the Shareholders will either approve pursuant to subsection 2.6(8) or disapprove any Annual Budget or Capital Expenditures Budget, as the case may be, submitted to the Shareholders pursuant to the foregoing provisions of this section 2.10, or an adjustment thereof. If any such Annual Budget or Capital Expenditures Budget, as the case may be, is not approved by the Shareholders pursuant to subsection 2.6(8) at such a meeting of the Shareholders, management of the Corporation will submit revisions of such Annual Budget or Capital Expenditures Budget, as the case may be, to the Shareholders within 15 days thereafter, which revised Annual Budget or Capital Expenditures Budget, as the case may be, will be subject to approval or disapproval at a further meeting of the Shareholders which will be held within 15 days after such revised Annual Budget or Capital Expenditures Budget, as the case may be, is submitted to the Shareholders. If an Annual Budget or Capital Expenditures Budget, as the case may be, or an adjustment thereof, is not approved by the Shareholders pursuant to subsection 2.6(8) at such further meeting of the Shareholders, thereafter, until an Annual Budget or Capital Expenditures Budget, as the case may be, is approved by the Shareholders pursuant to subsection 2.6(8), the Annual Budget or Capital Expenditures Budget, as the case may be, shall be deemed to be the Annual Budget or Capital Expenditures Budget, as the case may be, most recently approved by the Shareholders pursuant to subsection 2.6(8), mutatis mutandis, except that there shall be excluded therefrom any acquisition, expansion or disposition of any Material Assets.

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2.11 Implementation of Approved Budgets. Management of the Corporation will take all reasonable steps to implement and adhere to each Approved Budget for so long as such Approved Budget remains in effect, provided that management of the Corporation will be permitted to deviate from an Approved Budget to the extent management of the Corporation in good faith believes it is necessary or desirable to do so and such deviation is not material when viewed as part of such Approved Budget as a whole, or is otherwise made in accordance with section 2.6, and provided management of the Corporation notifies the Shareholders of such deviation within 15 days after the occurrence thereof.

2.12 Information. As promptly as reasonably possible (and, in any event, within 90 days following the end of each fiscal year of the Corporation), the Corporation will distribute to the Shareholders audited consolidated financial statements of the Corporation as at the last day of such fiscal year and for the fiscal year of the Corporation then ended, prepared in accordance with generally accepted accounting principles, together with a comparison of the actual operations and the Approved Budget for such fiscal year (if applicable, as most recently amended) prepared by management of the Corporation. Each Shareholder will have the right to request additional financial reports and information not expressly provided for herein in order to satisfy reporting or other requirements under any law, rule or regulation applicable to such Shareholder and the Corporation will provide any such additional financial reports and information to such Shareholder as promptly as reasonably possible after such request is made.

2.13 Head Office Services. Intrawest agrees that it shall provide, upon request by the Corporation and on terms agreed upon between Intrawest and the Corporation, head office services to the Corporation.

2.14 Agreement to Act. Subject as herein after provided, each of the parties covenants and agrees to execute and deliver, and to cause to be executed and delivered, all such instruments and other documents and, subject to the other provisions hereof, to exercise or cause to be exercised their influence and any and all voting rights held by them, respectively, from time to time, and to do or cause to be done all such other acts and things in order that all provisions of this Agreement shall be fully and effectively carried out, implemented and given effect to in accordance with the terms hereof and all such changes to the Constating Documents, resolutions and other documents governing the Corporation or any subsidiary of the Corporation as may be necessary or desirable to accurately reflect and give effect to the provisions of this Agreement will be made.

2.15 Corporation to be Bound. The Corporation confirms its knowledge of this Agreement and will carry out and be bound by the provisions of this Agreement to the full extent that it has the capacity and power at law to do so.

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2.16 Claims against the Corporation. Notwithstanding any other provision of this Agreement, the parties agree that if Intrawest makes a claim against the Corporation for compensation or indemnity under the Share Purchase Agreement or the Real Estate Purchase Agreement, or any documents or agreements contemplated thereunder other than this Agreement, or any other claim against the Corporation for damages arising as a result of any of the transactions contemplated by any of those agreements or documents (a “Claim”), Holdings shall have the sole right to dispute and contest, and assume the defence of such Claim on behalf of the Corporation, the costs relating to such Claim to be borne by the Corporation. Intrawest agrees that notwithstanding any other provision of this Agreement, upon making a Claim, it shall have no further right to receive information with respect to such Claim from the Corporation, other than as the Corporation may be required to disclose in accordance with applicable law, that direction of the defence of such Claim on behalf of the Corporation shall be the sole responsibility of Holdings and that neither Intrawest nor any of its nominee directors shall have any further involvement with respect to the defence of such Claim on behalf of the Corporation.

2.17 Confidentiality. The Shareholders acknowledge that they may have access to and may be entrusted with information concerning the business of the Corporation and its subsidiaries (collectively, the “Information”). Accordingly, each of the Shareholders hereby covenants and agrees that it will not at any time disclose Information to any Person provided that:

(a) each Shareholder may disclose such Information to consultants, legal advisors, auditors, insurance consultants, financial institutions, investment bankers and other third parties in accordance with prudent business practice as such Shareholder may reasonably consider to be necessary or desirable for the bona fide purposes of its business and affairs and having reasonable regard for the interests of the Corporation in the circumstances, provided that such Shareholder obtains reasonable assurances from the recipient of such Information that the Information will be kept confidential by such recipient;

(b) Intrawest may disclose such portions of the Information to financial analysts and shareholders of Intrawest in accordance with prudent business practice, provided (i) such disclosed Information shall not contain any personal information relating to the directors, officers or employees of the Corporation and its subsidiaries, including the salary or other terms of such Person’s employment, and (ii) with respect to any press release issued by Intrawest with respect to the business and affairs of the Corporation, Holdings shall approve the form of such press release prior to its release, such approval not to be unreasonably withheld;

(c) each Shareholder may disclose Information which is required to be disclosed by such Shareholder under any applicable law or regulation or any requirement of any judicial, administrative or governmental authority, including any applicable securities laws or regulations and the rules of any stock exchange applicable to such Shareholder; and

(d) each Shareholder may disclose any Information to the extent such disclosure has been approved by the other Shareholder.

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ARTICLE 3

RESTRICTIONS ON TRANSFER

3.1 No Transfer of Shares. Except as expressly provided for in this Agreement, no Shareholder shall Transfer or suffer or permit any Transfer of, any Share unless, prior to the Transfer of such Share, all of the Shareholders have consented in writing to such Transfer and the transferee or Person acquiring any interest or control over the Share, is a Shareholder or complies with section 13.2.

3.2 Endorsement on Certificates. Share certificates of the Corporation shall bear the following legend either as an endorsement or on the face thereof:

“The shares represented by this certificate are subject to certain restrictions upon transfer and voting and all the other terms and conditions of that certain Shareholders’ Agreement dated January 28th, 1999 as the same may be amended from time to time, a copy of which is on file at the registered office of the Corporation. A holder of the shares represented by this certificate may obtain, upon written request and without charge, a copy of such Shareholders’ Agreement, as may be amended from time to time.”

3.3 Permitted Encumbrances. Notwithstanding section 3.1, a Shareholder may hypothecate, mortgage, pledge, charge or otherwise encumber any interest in any Shares held by such Shareholder to any chartered bank or other institutional lender provided that the bank or other institutional lender agrees with each other Shareholder that the exercise by it of any right or remedy that it is entitled to in connection therewith shall be subject to the following restrictions:

(1) the bank or other lender shall not be entitled to demand that any Shares be Transferred on the register of the Corporation to the name of such bank or lender or any nominee of such bank or lender;

(2) the bank or other lender shall not be entitled to Transfer any interest in any Share except in accordance with the provisions of this Agreement; and

(3) the bank or other lender will assign absolutely all of its interest in such Shares to any Shareholder or Shareholders who may subsequently be entitled to acquire such Shares pursuant to this Agreement upon payment by such Shareholder or Shareholders to the bank or other lender of all amounts to which the Shareholder hypothecating, mortgaging, pledging, charging or otherwise encumbering such Shares is entitled pursuant to this Agreement in payment for such Shares, and each Shareholder hereby irrevocably authorizes and directs each other Shareholder to pay all such amounts to which such Shareholder is so entitled to any bank or other lender to which it may hypothecate, mortgage, pledge, charge or otherwise encumber any Shares held by such Shareholder.

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3.4 Intrawest Permitted Transfers. Notwithstanding anything to the contrary contained herein, Intrawest may Transfer all or any of its Shares and rights under this Agreement to a corporation in which Intrawest owns, directly or indirectly, voting shares carrying more than 75% of the voting rights attached to all voting shares of such corporation then outstanding or a partnership or other non-corporate business entity in which Intrawest owns, directly or indirectly, more than 75% of the total equity interests therein and directly or indirectly controls the management thereof (an “Intrawest Permitted Transferee”) and any such Intrawest Permitted Transferee may Transfer all or any of its Shares or rights under this Agreement to Intrawest or to any other Intrawest Permitted Transferee at any time and from time to time, free of the restrictions otherwise applicable thereto under the terms of this Agreement on the condition that:

(1) Intrawest provides prior written notice thereof to the Corporation and to each of the other Shareholders;

(2) the Intrawest Permitted Transferee executes such documents as may be reasonably required by any of the Shareholders to reflect such Transfer on and subject to the terms of this Agreement including any document required pursuant to section 13.2;

(3) Intrawest shall remain liable for the performance of all of its obligations hereunder, including, without limitation, those under Article 8; and

(4) if Holdings holds at least 25% of the issued and outstanding Common Shares at the time of such Transfer, Intrawest obtains the prior written consent of Holdings to such Transfer (such consent not to be unreasonably withheld).

In the event of a Transfer pursuant to this section 3.4 of less than all of the Shares held by Intrawest to an Intrawest Permitted Transferee, Holdings and Intrawest shall promptly execute such documents as may be reasonably required to set forth new provisions in this Agreement or amend any existing provisions of this Agreement so that Intrawest and the Intrawest Permitted Transferee will be treated as one and the same Person for all purposes of this Agreement, mutatis mutandis.

3.5 Continuance or Amalgamation Permitted. Notwithstanding any other provision of this Agreement, nothing in this Agreement will restrict the continuance or amalgamation of Intrawest or any Intrawest Permitted Transferee and the acquisition or continued ownership by the Corporation continuing following such continuance or amalgamation of Shares held by Intrawest or such Intrawest Permitted Transferee.

3.6 Covenants re Intrawest Permitted Transferee. So long as any Intrawest Permitted Transferee continues to be a Shareholder, such Intrawest Permitted Transferee shall not, and Intrawest shall not permit such Intrawest Permitted Transferee, or any corporation or other entity holding securities of such Intrawest Permitted Transferee, to issue any securities or additional shares of any class or kind whatsoever, or permit the transfer of any of its securities or shares of any class or kind whatsoever, or take or omit to take, any action or permit any other circumstance to occur if, as a result thereof, Intrawest will cease to own, directly or indirectly, voting shares carrying more than 75% of the voting rights attached to all voting shares of such Intrawest Permitted Transferee if such Intrawest Permitted Transferee is a corporation, or cease to own, directly or indirectly, more than 75% of the total equity interests in, and directly or indirectly control the management of, such Intrawest Permitted Transferee if such Intrawest Permitted Transferee is a partnership or other non-corporate business entity.

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3.7 Holdings Permitted Transfers. Notwithstanding anything to the contrary contained herein, Holdings may Transfer any or all of its Shares and rights under this Agreement to a corporation in which Eligible Holdings Transferees own, directly or indirectly, all of the shares of such corporation then outstanding or a partnership or other non-corporate business entity in which Holdings owns, directly or indirectly, all of the total equity interests therein and directly or indirectly controls the management thereof (a “Holdings Permitted Transferee”) and any such Holdings Permitted Transferee may Transfer any or all of its Shares or rights under this Agreement to Holdings or to any other Holdings Permitted Transferee at any time and from time to time, free of the restrictions otherwise applicable thereto under the terms of this Agreement on the condition that:

(1) Holdings provides prior written notice thereof to the Corporation and to each of the other Shareholders;

(2) the Holdings Permitted Transferee executes such documents as may be reasonably required by any of the Shareholders to reflect such Transfer on and subject to the terms of this Agreement, including any document required pursuant to section 13.2;

(3) Holdings shall remain liable for the performance of all of its obligations hereunder; and

(4) if Intrawest holds at least 25% of the issued and outstanding Common Shares at the time of such Transfer, Holdings obtains the prior written consent of Intrawest to such Transfer (such consent not to be unreasonably withheld).

In the event of a Transfer pursuant to this section 3.7 of less than all of the Shares held by Holdings to a Holdings Permitted Transferee, Holdings and Intrawest shall promptly execute such documents as may be reasonably required to set forth new provisions in this Agreement or amend any existing provisions of this Agreement so that Holdings and the Holdings Permitted Transferee will be treated as one and the same Person for all purposes of this Agreement, mutatis mutandis.

3.8 Covenants re Holdings Permitted Transferee. So long as any Holdings Permitted Transferee continues to be a Shareholder, such Holdings Permitted Transferee shall not, and Holdings shall not permit such Holdings Permitted Transferee, or any corporation or other entity holding securities of such Holdings Permitted Transferee, to issue any securities or additional shares of any class or kind whatsoever, or permit the transfer of any of its securities or shares of any class or kind whatsoever, or take or omit to take, any action or permit any other circumstance to occur if, as a result thereof, Eligible Holdings Transferees will cease to own, directly or indirectly, all of the shares of such Holdings Permitted Transferee if such Holdings Permitted Transferee is a corporation, or cease to own, directly or indirectly, all of the total equity interests in, and directly or indirectly control the management of, such Holdings Permitted Transferee if such Holdings Permitted Transferee is a partnership or other non-corporate business entity.

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3.9 Matters Relating to Holdings.

(1) Covenants of Holdings

Holdings acknowledges that the identity of its shareholders is of substantial importance to Intrawest and covenants and agrees that it will not, without the prior consent in writing of Intrawest, such consent not to be unreasonably withheld:

(a) issue any securities or additional shares of any class or kind whatsoever including, without limitation, Holdings Shares, except to a Holdings Shareholder or an Eligible Holdings Transferee; or

(b) permit the transfer of any of its securities or its shares of any class or kind whatsoever including, without limitation, Holdings Shares, except to a Holdings Shareholder or an Eligible Holdings Transferee.

(2) Further Assurances by Holdings

From time to time as reasonably required by Intrawest, Holdings will provide to Intrawest:

(a) a list of its shareholders, together with a description of the number of shares beneficially owned by each shareholder; and

(b) a copy of its articles of incorporation and bylaws and any amendments thereto;

in each case, if required by Intrawest, certified to be correct by a duly elected or appointed officer of Holdings.

3.10 Eligible Holdings Transferees. Notwithstanding anything to the contrary contained herein, any Holdings Shareholder may transfer all or any of the shares of Holdings held by such Holdings Shareholder to any Eligible Holdings Transferee and any Eligible Holdings Transferee may transfer all or any of its shares of Holdings to any Holdings Shareholder or to any other Eligible Holdings Transferee at any time and from time to time. In addition, notwithstanding any other provision of this Agreement, the transmission of any shares of Holdings from a deceased or incompetent Holdings Shareholder to the estate or legal representative of such Holdings Shareholder or the transfer of any shares of Holdings to a beneficiary of the estate of such Holdings Shareholder will not constitute a breach of subsection 3.9(1) for so long as such shares of Holdings continue to be held by such estate or legal representative or by such beneficiary or if such estate or legal representative or such beneficiary transfers such shares of Holdings to any Holdings Shareholder or an Eligible Holdings Transferee.

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3.11 Covenants re Eligible Holdings Transferee. So long as any Eligible Holdings Transferee continues to hold any shares of Holdings, such Eligible Holdings Transferee shall not issue any securities or additional shares of any class or kind or other ownership interests in such Eligible Holdings Transferee or, where such Eligible Holdings Transferee is a trust, designate any additional beneficiaries of such Eligible Holdings Transferee, or permit the transfer of any of its securities or shares of any class or kind or other ownership interests in such Eligible Holdings Transferee or, where such Eligible Holdings Transferee is a trust, the designation of any additional beneficiaries of such Eligible Holdings Transferee, or take or omit to take any action or permit any other circumstance to occur if, as a result thereof:

(1) all of the shares of or 100% of any other ownership interests in such Eligible Holdings Transferee will cease to be owned, directly or indirectly, by one or more Holdings Family Members; or

(2) all of the beneficiaries of such trusts will not be Eligible Holdings Transferees;

provided that the foregoing provisions of this section 3.11 will not be breached by the transmission of any shares of or other ownership interest in, or, where the Eligible Holdings Transferee is a trust, any beneficial interest in, such Eligible Holdings Transferee from a deceased or incompetent shareholder of or holder of an ownership interest in, or beneficiary of, such Eligible Holdings Transferee to the estate or legal representative of such shareholder, holder or beneficiary or the transfer of any shares of or other ownership interest in or, where the Eligible Holdings Transferee is a trust, any beneficial interest in, such Eligible Holdings Transferee to a beneficiary of the estate of such shareholder, holder or beneficiary for so long as such shares of or other ownership interests in, or, where the Eligible Holdings Transferee is a trust, such beneficial interest in, such Eligible Holdings Transferee continue to be held by such estate or legal representative or by such beneficiary or if such estate or legal representative or such beneficiary transfers such shares of Holdings to any Holdings Shareholder or an Eligible Holdings Transferee.

ARTICLE 4

ISSUANCES OF ADDITIONAL SHARES

4.1 Pre-emptive Rights. If the Corporation is to issue any Additional Shares, the Corporation shall first offer such Additional Shares to all Shareholders by notice given to them of the Corporation’s intention to issue Additional Shares, the number thereof to be so issued and the issue price per Additional Share. The Shareholders shall have the right to purchase the Additional Shares so offered at the issue price per Additional Share set forth in such notice, pro rata based upon the number of Common Shares held by the Shareholders at the date such notice is given. Each Shareholder shall have 20 Business Days from the date such notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares

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referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. If either Shareholder advises the Corporation in writing that it will not be exercising its right to acquire all of the Additional Shares offered to it, does not exercise such right to acquire all of the Additional Shares offered to it within the time stipulated in this section 4.1 or exercises such right in respect of less than all of the Additional Shares offered to it, the Corporation will, following expiry of the foregoing 20 Business Day period, offer by notice given to the Shareholder who elected to take up and pay for all of the Additional Shares initially offered to it, the Additional Shares in respect of which the other Shareholder has not exercised its rights to acquire, and such Shareholder shall have the right to purchase the Additional Shares so offered at such issue price per Additional Share. The Shareholder shall have 10 Business Days from the date such subsequent notice is given in which to notify the Corporation in writing that such Shareholder wishes to purchase all or any of the Additional Shares so offered at such issue price per Additional Share which notice will specify either that the Shareholder is electing to take up and pay for all of the Additional Shares offered to it or the number or portion of the Additional Shares offered to it that the Shareholder wishes to purchase and upon receipt of such notice by the Corporation a binding contract for the sale and purchase of the Shares referred to in such notice will be deemed to be formed between such Shareholder and the Corporation. After the expiration of such period of 20 Business Days or 10 Business Days, as applicable, the Additional Shares not so taken up by the Shareholders may be issued to such Persons who are not Shareholders of the Corporation at such issue price per Additional Share provided in the notice, provided that all such Additional Shares must be issued within 100 days from the date such notice is given and such Persons to whom Additional Shares are so issued agree to be bound by this Agreement and to become parties hereto.

4.2 Closing. The closing of a transaction contemplated in section 4.1 shall take place on the 10th Business Day following, as applicable, the expiry of the 20 Business Day period referred to in section 4.1, in respect of the purchase and sale of Additional Shares in response to an initial notice given by the Corporation offering to sell Additional Shares pursuant to section 4.1, or the expiry of the 10 Business Day Period referred to in section 4.1, in respect of the purchase and sale of Additional Shares in response to a subsequent notice under section 4.1.

ARTICLE 5

RIGHT OF FIRST OFFER

5.1 Right of First Offer. Any Shareholder (the “Offeror”) who desires to Transfer all or any of its Common Shares shall first give notice of such proposed Transfer (the “Notice”) to the other Shareholder (the “Offeree”) and to the Corporation and shall set out in the Notice:

(1) the number of Common Shares that the Offeror desires to Transfer (the “Offered Shares”); and

(2) the terms upon which the Offeror desires to Transfer the Offered Shares, including the amount and form of consideration to be paid for the Offered Shares and all of the terms pursuant to which such consideration shall be paid (including, but not limited to, all payment terms and a description of the security for any debt to be issued).

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If, prior to delivery of the Notice, the Offeror has received a bona fide offer (an “Offer”) from a Third Party Offeror to purchase the Offered Shares which Offer has been accepted or remains open for acceptance, or the Offeror has solicited or entered discussions or negotiations with a Third Party Offeror concerning a possible sale of the Offered Shares by such Third Party Offeror (unless such discussions or negotiations have been discontinued and at the time of delivery of the Notice the Offeror does not propose to resume discussions or negotiations with such Third Party Offeror concerning a possible sale of the Offered Shares or anticipate that discussions or negotiations with such Third Party Offeror concerning such a sale will be resumed by such Third Party Offeror), the Notice will contain the name and address of such Third Party Offeror and be accompanied by a copy of the Offer or a summary setting out in reasonable detail the details and status of such discussions or negotiations, as the case may be, and if, after delivery of the Notice but prior to the expiry of the period set out in section 5.5 below, the Offeror receives such an Offer, or solicits or enters such discussions or negotiations, the Offeror will promptly deliver to the Offeree such Offer or summary of the status of such discussions or negotiations, as the case may be.

5.2 Carryback Note and Non-Cash Consideration. If the Notice provides that any portion of the consideration to be paid for the Offered Shares is in the form of a promissory note (a “Carryback Note”) or any consideration other than cash or a Carryback Note (the “Non-Cash Consideration”), the fair market value (the “Carryback Note and Non-Cash Consideration Value”) of all Carryback Notes and Non-Cash Consideration may be determined by agreement of the Offeror and the Offeree. Unless the Carryback Note and Non-Cash Consideration Value has been determined by agreement of the Offeror and the Offeree, the Offeror or the Offeree shall be entitled, at any time, to require such fair market value to be determined by a qualified appraiser (an “Appraiser”) who has recognized competence in appraising property of the type the fair market value of which is to be determined and who is Independent, as agreed to by the Offeror and the Offeree within five Business Days of the date of the Notice, or, failing agreement within such five Business Day period, shall be determined by an Appraiser appointed by a judge of the superior court of Ontario on the application of either the Offeror or the Offeree. The fees and disbursements of any Appraiser shall be borne by the Corporation.

5.3 Withdrawal of Offer. Notwithstanding any other provision in this Article 5, the Offeror shall have the right to withdraw the Notice by giving notice (a “Withdrawal Notice”) on or before five Business Days after the determination by the Appraiser of the Carryback Note and Non-Cash Consideration Value to the Offeree. If the Offeror fails to deliver a Withdrawal Notice within such five Business Day period, this provision shall be deemed waived by the Offeror. Upon the delivery of a Withdrawal Notice, the Offeror shall not be permitted to Transfer any of the Offered Shares without once again complying with all the provisions of this Article 5.

5.4 Offeree’s Right to Purchase Offered Shares. Upon the Notice being given, the Offeree shall have the right to purchase all of the Offered Shares for a per share price equal to any of the following, as the Offeree may select in its sole and absolute discretion; provided, for greater certainty, that the Offeree shall only be entitled to select payment by way of Carryback Notes or Non-Cash Consideration to the extent the terms of the proposed Transfer as set out in the Notice also provide for the purchase price to be paid by Carryback Notes or Non-Cash Consideration, as the case may be, and in such case, only in respect of the portion of the purchase price so provided for in the Notice:

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(1) the Cash Equivalent Purchase Price per Offered Share;

(2) the aggregate of:

(a) the amount of cash to be paid for the Offered Shares as set forth in the Notice divided by the number of Offered Shares;

(b) Carryback Notes, if any, to be given in exchange for the Offered Shares in accordance with the terms thereof set forth in the Notice and in the respective principal amounts therefor as set forth in the Notice divided by the number of Offered Shares; and

(c) the amount of Non-Cash Consideration, if any, to be given in exchange for the Offered Shares as set forth in the Notice divided by the number of Offered Shares;

(3) the aggregate of:

(a) the amount of cash to be paid for the Offered Shares as set forth in the Notice divided by the number of Offered Shares;

(b) Carryback Notes, if any, to be given in exchange for the Offered Shares in accordance with the terms thereof set forth in the Notice and in the respective principal amounts therefor as set forth in the Notice divided by the number of Offered Shares; and

(c) a cash amount equal to the fair market value of all Non-Cash Consideration, if any, set forth in the Notice to be given in exchange for the Offered Shares (determined as set forth in section 5.2) divided by the number of Offered Shares; or

(4) the aggregate of:

(a) the amount of cash to be paid for the Offered Shares as set forth in the Notice divided by the number of Offered Shares;

(b) a cash amount equal to the fair market value of all Carryback Notes, if any, set forth in the Notice to be given in exchange for the Offered Shares (determined as set forth in section 5.2) divided by the number of Offered Shares; and

(c) the amount of Non-Cash Consideration, if any, to be given in exchange for the Offered Shares as set forth in the Notice divided by the number of Offered Shares.

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5.5 Notice of Intention to Purchase. Within either:

(1) 25 Business Days after the date the Notice is given if no portion of the consideration to be given for the Offered Shares (as set forth in the Notice) consists of Carryback Notes or Non-Cash Consideration; or

(2) 20 Business Days after the date of determination of the Carryback Note and NonCash Consideration Value;

as applicable, if the Offeree is willing to purchase all of the Offered Shares, it shall give notice thereof to the Offeror and to the Corporation, which notice shall specify whether the Offeree is selecting the consideration payable pursuant to subsection 5.4(1), (2), (3) or (4).

5.6 Purchase of Offered Shares by Offerees. If the Offeree gives notice in accordance with the provisions of section 5.5 that it is willing to purchase all of the Offered Shares, a binding contract of purchase and sale will exist between the Offeror and the Offeree, which contract will be subject to the provisions of, and be completed in accordance with the terms set out in the Notice as modified by this Article 5 and the provisions of Article 12. The closing of a transaction contemplated in this Article 5 shall take place on the fifth Business Day after the expiry of the applicable 25 or 20 Business Day period, as the case may be, specified in section 5.5.

5.7 Sale to Third Party Offeror. If the Offeree does not give notice in accordance with the provisions of section 5.5 that it is willing to purchase all of the Offered Shares, the rights of the Offeree, subject as hereinafter provided, to purchase the Offered Shares shall forthwith cease and terminate and, subject to compliance with sections 5.11 and 13.2, the Offeror may complete a Transfer of all but not less than all of the Offered Shares to any Third Party Offeror within 150 days after the expiry of the applicable 25 or 20 Business Day period, as the case may be, specified in section 5.5 for the consideration per Offered Share set forth in the Notice and on terms no more favourable than those set forth in the Notice. If the Offered Shares which the Offeree has not agreed to purchase are not Transferred by the Offeror within the 150 day period referred to above and otherwise in accordance with the foregoing provisions of this Article 5, the rights of the Offeree pursuant to this Article 5 shall again take effect and so on from time to time.

5.8 Extension of Time. Notwithstanding anything to the contrary contained in this Article 5, the Offeror may extend any of the time periods set forth in section 5.5 upon written notice to the Offeree. In no event shall such time periods be shorter than those currently set forth in such section, without the mutual agreement of the Offeror and the Offeree.

5.9 Outstanding Notices. At any time after (i) a Call Notice is delivered to Holdings pursuant to section 9.2, (ii) notice of any exercise of an Involuntary Transfer Option is delivered to a Shareholder pursuant to Article 11 or (iii) Holdings gives a Put Notice given pursuant to section 8.2, the Shareholder whose Common Shares are affected by such delivery will not be entitled to give a Notice pursuant to section 5.1.

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5.10 Limitations. Notwithstanding anything to the contrary herein, no Transfer may be made to any Person pursuant to section 5.7 or Article 6 or 7 if:

(1) in connection with such Transfer, it is necessary to obtain any consent, approval, authorization, waiver, exemption or ruling from any Government Authority, the failure to obtain which would (i) result in such Transfer being prohibited by law or (ii) would otherwise have a material adverse effect on the condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole; or

(2) such Transfer would, in the absence of any necessary third party consent or approval, be prohibited by the terms of any indenture, agreement or instrument to which the Corporation is a party or by which the Corporation is bound, or result in the acceleration of any indebtedness, liabilities or obligations of the Corporation or any subsidiary of the Corporation, unless (i) such consent or approval has been obtained and is in effect or (ii) the failure to obtain such consent or approval would not have a material adverse effect on the condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole.

If a proposed Transfer to a Third Party Offeror pursuant to section 5.7 or Article 6 or 7 is prohibited by the foregoing provisions of this section 5.10 in the absence of any necessary consent, approval, authorization, waiver, exemption, ruling or the like from any Government Authority or any necessary third party consent or approval, the Shareholders shall give all reasonable co-operation in order to obtain such consent, approval, authorization, waiver, exemption, ruling or the like or such third party consent or approval, as the case may be, as expeditiously as possible.

5.11 Limitations. Notwithstanding anything to the contrary contained herein,the Transfer by Holdings or Intrawest of any of its Common Shares to a Third Party Offeror pursuant to section 5.7 shall not be permitted unless prior to or contemporaneously with such Transfer such Third Party Offeror executes and delivers such agreements, instruments and documents as the other Shareholder may require, acting reasonably, so that such Third Party Offeror will be subject to and bound by the terms and conditions set out in this Agreement, mutatis mutandis, as if such Third Party Offeror were originally a party to this Agreement in place of Holdings or Intrawest, as the case may be, in respect of the Transferred Common Shares. In such event, the other Shareholder and the Corporation shall execute and deliver such agreements, instruments and documents as such Third Party Offeror may require, acting reasonably, to assure the right of such Third Party Offeror to enjoy the benefits and advantages of Holdings or Intrawest, as the case may be, under this Agreement. Notwithstanding any such Transfer by Intrawest, Intrawest will remain liable for the performance of its obligations under Article 8.

ARTICLE 6

DRAW ALONG RIGHTS

6.1 Draw Along Right. If:

(1) a Shareholder holding more than two-thirds of the total issued Common Shares (“Draw Along Shareholder”) proposes to accept an Offer to purchase all of the Common Shares beneficially owned by the Draw Along Shareholder (the “Third Party Offer”); and

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(2) the Draw Along Shareholder has complied with the provisions of Article 5 with respect to the sale of its Common Shares;

the Draw Along Shareholder shall have the right (the “Draw Along Right”), but not the obligation, to require the remaining Shareholder (the “Remaining Shareholder”) to sell all but not less than all of its Common Shares to the Third Party Offeror for an amount equal to the Determined Sales Price and otherwise on the terms and conditions as set out in this Article 6.

6.2 Draw Along Notice. The Draw Along Right may be exercised by the Draw Along Shareholder giving a written notice (a “Draw Along Notice”) to the Remaining Shareholder, which notice shall be:

(1) accompanied by:

(a) a copy of the Notice delivered pursuant to section 5.1; and

(b) a written offer (the “Purchase Offer”) from the Third Party Offeror offering to purchase from the Remaining Shareholder all of the Common Shares owned by it for the Determined Sales Price, on the same terms and conditions as are contained in the Third Party Offer, including that the completion of the purchase by the Third Party Offeror of the Remaining Shareholder’s Common Shares will be at the same time, date and place as the time, date and place of the completion of the sale of Common Shares pursuant to the Third Party Offer, provided that, if any portion of the consideration to be paid for the Remaining Shareholder’s Common Shares is in the form of a Carryback Note or Non-Cash Consideration, the Purchase Offer shall provide that the Remaining Shareholder may select in its sole and absolute discretion to receive any of the following:

(i) the aggregate of:

(A) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(B) a cash amount equal to the fair market value of such Carryback Note, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2; and

(C) a cash amount equal to the fair market value of such Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2;

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(ii) the aggregate of:

(A) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(B) such Carryback Note, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; and

(C) the amount of Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder;

(iii) the aggregate of:

(A) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(B) such Carryback Note, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; and

(C) a cash amount equal to the fair market value of such Non-Cash Consideration, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2; or

(iv) the aggregate of:

(A) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(B) a cash amount equal to the fair market value of such Carryback Note, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2; and

(C) the amount of Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder;

(the “Determined Sales Price”);and

(2) given not less than 30 Business Days prior to the date fixed for the completion of the transaction provided for in the Purchase Offer,

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6.3 Closing Procedures. No later than five Business Days after the expiry of the applicable 25 or 20 Business Day period specified in section 5.5 or, where the Draw Along Shareholder has complied fully with the provisions of Article 5, after the date of the Draw Along Notice, the Remaining Shareholder will duly execute the Purchase Offer and will deliver it to the Third Party Offeror in the manner contemplated by the Purchase Offer accompanied by a notice in writing specifying whether the Remaining Shareholder is selecting the consideration described in clause 6.2(1 )(b)(i), (ii), (iii) or (iv). At the closing of the sale of the Common Shares of the Remaining Shareholder pursuant to this Article 6, the Remaining Shareholder will deliver to the Third Party Offeror share certificates representing its Common Shares duly endorsed in blank for Transfer and all necessary documents required to Transfer to the Third Party Offeror, free and clear of all encumbrances, its Common Shares and to otherwise fully comply with the terms of the Purchase Offer and the Draw Along Shareholder shall, or shall cause the Third Party Offeror to, deliver to the Remaining Shareholder, consideration in an amount equal to the Remaining Shareholder’s Determined Sales Price in the form selected by the Remaining Shareholder.

6.4 Time Limit. If the sale of the Common Shares of the Draw Along Shareholder and the Remaining Shareholder pursuant to this Article 6 is not completed within 150 days of the date specified for such completion in the Third Party Offer and the Purchase Offer, the rights of the Draw Along Shareholder pursuant to this Article 6 shall again take effect and so on from time to time.

ARTICLE 7

TAG ALONG RIGHTS

7.1 Tag Along Rights. If

(1) a Shareholder holding at least one-half of the total issued Common Shares (the “Tag Along Block Shareholder”) proposes to accept an Offer to purchase at least 75% of the Common Shares beneficially owned by the Tag Along Block Shareholder (the “Third Party Offer”); and

(2) the Tag Along Block Shareholder has complied with the provisions of Article 5 with respect to the sale of its Common Shares;

the Tag Along Block Shareholder will not complete the transaction contemplated by the Third Party Offer unless either (i) the Draw Along Right is exercised in respect of the Third Party Offer or (ii) prior to the completion of the transaction contemplated by the Third Party Offer the Third Party Offeror offers (the “Tag Along Offer”) to purchase from the remaining Shareholder (the “Remaining Shareholder”) all of its Common Shares for an amount equal to the Determined Sales Price and otherwise on the terms and conditions in this Article 7. For greater certainty, the foregoing provisions of this section 7.1 will not apply to a purchase or sale of Common Shares pursuant to Article 8, 9 or 11.

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7.2 Tag Along Offer. The Tag Along Offer shall:

(1) constitute an offer from the Third Party Offeror to purchase from the Remaining Shareholder all of the Common Shares owned by it for the Determined Sales Price, on the same terms and conditions as are contained in the Third Party Offer, including that the completion of the purchase by the Third Party Offeror of the Remaining Shareholder’s Common Shares will be at the same time, date and place as the time, date and place of the completion of the sale of Common Shares pursuant to the Third Party Offer, provided that, if any portion of the consideration to be paid for the Remaining Shareholder’s Common Shares is in the form of a Carryback Note or Non-Cash Consideration, the Tag Along Offer shall provide that the Remaining Shareholder may select in its sole and absolute discretion to receive any of the following:

(a) the aggregate of:

(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(ii) a cash amount equal to the fair market value of such Carryback Note, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth In section 5.2; and

(iii) a cash amount equal to the fair market value of such Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2;

(b) the aggregate of:

(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(ii) such Carryback Note, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; and

(iii) the amount of Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder;

(c) the aggregate of:

(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(ii) such Carryback Note, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder; and

(iii) a cash amount equal to the fair market value of such Non-Cash Consideration, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2; or

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(d) the aggregate of;

(i) the amount of cash to be paid for the Common Shares owned by the Remaining Shareholder;

(ii) a cash amount equal to the fair market value of such Carryback Note, if any, to be given in exchange for Common Shares owned by the Remaining Shareholder, determined as set forth in section 5.2; and

(iii) the amount of Non-Cash Consideration, if any, to be given in exchange for the Common Shares owned by the Remaining Shareholder;

(the “Determined Sales Price”);

(2) be open for acceptance by the Remaining Shareholder for a period of 30 days following delivery of the Tag Along Offer to it pursuant to section 7.1; and

(3) be given not less than 30 Business Days prior to the date fixed for completion of the transaction provided for in the Tag Along Offer.

7.3 Election by Remaining Shareholder. Following receipt by the Remaining Shareholder of the Tag Along Offer, the Remaining Shareholder will have the right, but not the obligation, to elect to sell all of the Remaining Shareholder’s Common Shares to the Third Party Offeror pursuant to the terms and conditions contained in the Tag Along Offer and this Article 7, exercisable by delivering written notice (the “Tag Along Notice”) to the Tag Along Block Shareholder and the Third Party Offeror within 30 days of receipt of the Tag Along Offer pursuant to section 7.1, accompanied by a notice in writing specifying whether the Remaining Shareholder is selecting the consideration described in clause 7.2(1 )(a), (b), (c) or (d).

7.4 Closing Procedures. At the closing of the sale of the Common Shares of the Remaining Shareholder pursuant to this Article 7, the Remaining Shareholder will deliver to the Third Party Offeror share certificates representing its Common Shares duly endorsed in blank for Transfer and all necessary documents required to Transfer to the Third Party Offeror, free and clear of all encumbrances, its Common Shares and to otherwise fully comply with the terms of the Tag Along Offer and the Tag Along Block Shareholder shall, or shall cause the Third Party Offeror to, deliver to the Remaining Shareholder consideration in an amount equal to the Remaining Shareholder’s Determined Sales Price in the form selected by the Remaining Shareholder.

7.5 Failure to Give Tag Along Notice.If the Remaining Shareholder does not give a Tag Along Notice within the 30 day period referred to in section 7.3, the Remaining Shareholder will be deemed to have elected not to accept the Tag Along Offer.

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7.6 Time Limit. If the sale of the Common Shares of the Tag Along Block Shareholder and the Remaining Shareholder, if a Tag Along Notice has been given pursuant to this Article 7 are not completed within 150 days of the date specified for such completion in the Third Party Offer and the Tag Along Offer, the rights of the Remaining Shareholder pursuant to this Article 7 shall again take effect and so on from time to time.

ARTICLE 8

PUT OPTIONS

8.1 Put Options. Holdings shall have the option:

(1) exercisable at any time during the period commencing September 1 and ending December 31 in any year, to sell to Intrawest all, but not less than all, of the Common Shares held by Holdings; and

(2) exercisable at any time during the period commencing September 1 and ending December 31 in any year, but not exercisable more than one time, to sell to Intrawest Common Shares representing not less than 10% and not more than 25% of the total number of issued and outstanding Common Shares;

(each such option is called a “Put Option” and the Common Shares which are the subject of a Put Option are called “Put Shares”).

8.2 Put Notice. If Holdings wishes to exercise either of the Put Options, it shall give to Intrawest a notice (the “Put Notice”) which must:

(1) indicate whether Holdings is exercising the Put Option set out in subsection 8.1(1) or (2);

(2) where Holdings is exercising the Put Option set out in subsection 8.1(2), indicate the number of Common Shares it wishes to sell to Intrawest pursuant thereto;

(3) stipulate the time, the date and the place of completion of the purchase of Holdings’ shares which time and date of completion will take into account the time periods required to determine the fair market value of the Put Shares and which, in any event, shall not be longer than 90 days after the date of the Put Notice; and

(4) be executed by Holdings.

Promptly after a Put Notice is given to Intrawest (and in any event no later than five Business Days thereafter), Intrawest will duly execute the Put Notice acknowledging the terms thereof and Intrawest will deliver the Put Notice to Holdings.

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8.3 Price. The price per Put Share shall be 90% of the fair market value of the Put Shares calculated at the (date of the Put Notice in accordance with Schedule A, less the aggregate amount of any distributions made or to be made by the Corporation to Holdings in respect of the Put Shares pursuant to section 2.9, after the date of the Put Notice.

8.4 Holdings Indemnity.

 (1) If Holdings exercises the Put Option pursuant to subsection 8.1(l) prior to the Claims Expiry Date (as defined in the Share Purchase Agreement), Holdings hereby agrees and shall be deemed to have agreed, as of the date the Purchase Price in respect of the Put Shares is paid by Intrawest to Holdings, to indemnify and hold harmless Intrawest from any Losses (as defined in the Share Purchase Agreement), actions or causes of action in accordance with the terms of Article 12 of the Share Purchase Agreement subject in all respects to the limitations and restrictions set out in such Article 12, mutatis mutandis, in the place and stead of the Corporation, provided that the maximum aggregate obligation of Holdings pursuant to such indemnity shall not exceed $15,000,000 and provided that the indemnity shall expire on the Claims Expiry Date. In connection with such indemnity, Intrawest shall be entitled to deposit 20% of the Purchase Price with the Depositary to be held by the Depositary in accordance with the terms and conditions of subsection 8.4(2).

(2) (a)      In the event that funds are deposited by Intrawest with the Depositary pursuant to subsection 8.4(1), the            funds so deposited, together with any interest earned thereon (the “indemnity Deposit”), shall be held by            the Depositary in trust in an interest bearing account and disbursed only in accordance with the
           provisions of this subsection 8.4(2).

(b) The parties agree that, subject to paragraphs (c) and (d) below, the Depositary shall pay to Holdings on the Claims Expiry Date the entire amount of the Indemnity Deposit then remaining.

(c) Notwithstanding subsection 8.4(2)(b), the Depositary shall pay to Intrawest from the indemnity Deposit any and all amounts to which Intrawest is entitled pursuant to the indemnity obligations of Holdings pursuant to subsection 8.4(1). Such amounts shall be agreed upon by Intrawest and Holdings, failing which the matter will be determined by binding arbitration in such manner as the parties may agree or by a court of competent jurisdiction (which determination has been certified or otherwise authenticated to the satisfaction of the Depositary and which is final and is not itself subject to review or appeal).

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(d) Notwithstanding subsection 8.4(2)(b), in the event that Intrawest delivers to the Depositary a certificate of two senior officers of Intrawest certifying that Intrawest has a bona fide claim against Holdings pursuant to subsection 8.4(1I), the estimated amount of such claim and that it has provided notice to Holdings of such claim together with reasonable particulars of the factual basis for such claim, the Depositary shall only pay to Holdings pursuant to subsection 8.4(2)(b) the amount otherwise required to be paid to Holdings thereunder less a reasonable reserve for the amount that could reasonably be anticipated to be payable to Intrawest pursuant to subsection 8.4(1) in respect of such claim. The amount of such reserve shall be agreed upon by Intrawest and Holdings, failing which the matter will be determined by binding arbitration in such manner as the parties may agree or by a court of competent jurisdiction (which determination has been certified or otherwise authenticated to the satisfaction of the Depositary and which is final and is not itself subject to review or appeal); provided that until the amount of such reserve is so agreed upon or determined, the Depositary will be entitled to retain as such reserve the estimated amount of such claim specified in such certificate. Any reserve retained by the Depositary in accordance with the foregoing shall only be held until such time as the claim to which such reserve relates has been abandoned or the amount payable to Intrawest pursuant to the indemnity obligations of Holdings pursuant to subsection 8.4(1) has been agreed upon by Intrawest and Holdings or otherwise determined by binding arbitration in such manner as the parties may agree or by a court of competent jurisdiction (which determination has been certified or otherwise authenticated to the satisfaction of the Depositary and which is final and not itself subject to review or appeal). Forthwith upon such resolution, such reserve plus any interest accrued thereon shall be applied by the Depositary to the payment of the amount payable to Intrawest pursuant to subsection 8.4(1) in respect of such claim, if any, and the balance thereof, if any, shall be paid by the Depositary to Holdings.

For purposes of this section 8.4, “Depositary” shall mean McCarthy Tetrault or, if for any reason McCarthy Tetrault is unwilling to act as a Depositary for purposes of this section 8.4, such other law firm as Intrawest and Holdings may agree, and Holdings and Intrawest will execute and deliver to the Depositary such confirmations as the Depositary may reasonably request for its protection in acting as the Depositary. Notwithstanding any other provision hereof (including section 13.9), this section 8.4 to the extent that it is applicable shall survive the termination of this Agreement.

8.5 Closing. Upon a Put Notice being given, a binding contract of purchase and sale for the Put Shares will be formed between Intrawest and Holdings, which contract will be subject to the provisions of, and completed in the manner provided in, Article 12.

8.6 Call Notice. At any time after a Call Notice is given to Holdings pursuant to section 9.2, Holdings will not be entitled to give a Put Notice under section 8.2.

8.7 Suspension of Put Options. The Put Options shall be suspended, and any outstanding Put Notices pursuant to, or contracts or agreements of purchase and sale arising under, this Article 8 which have not been completed shall be deemed to be terminated and of no further force and effect without prejudice to the rights of Holdings to deliver a further Put Notice in accordance with the terms of section 8.1, in the event that the Corporation makes an assignment for the benefit of creditors or is adjudicated bankrupt or insolvent or takes steps to wind up or terminate its existence, and thereafter the Put Options shall not be exercisable unless and until such assignment or adjudication has ceased or the Corporation abandons its steps to wind up or terminate its existence.

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ARTICLE 9

INTRAWEST CALL OPTION

9.1 Call Options. Upon the occurrence of the Call Event, Intrawest shall have the option (the “Call Option”) exercisable at any time during the period commencing September 1 and ending December 31 in any year, to purchase from Holdings all, but not less than all, of the Common Shares held by Holdings (the “Call Shares”).

9.2 Call Notice. If Intrawest wishes to exercise the Call Option, it shall give to Holdings a notice (the “Call Notice”) which must:

(1) indicate that Intrawest is exercising its Call Option;

(2) stipulate the time, the date and the place of completion of the purchase of Call Shares, which time and date of completion will take into account the time periods required to determine the fair market value of the Call Shares and which, in any event, shall not be longer than 90 days after the date of the Call Notice; and

(3) be executed by Intrawest.

Promptly after a Call Notice is given to Holdings (and in any event no later than five Business Days thereafter), Holdings will duly execute the Call Notice acknowledging the terms thereof and Holdings will deliver the Call Notice to Intrawest.

9.3 Price. The price per Call Share shall be 110% of the fair market value of the Call Shares, calculated at the date of the Call Notice in accordance with Schedule A, less the aggregate amount of any distributions made or to be made by the Corporation to Holdings pursuant to section 2.9, after the date of the Call Notice.

9.4 Closing. Upon a Call Notice being given to Holdings, a binding contract of purchase and sale will be formed between Intrawest and Holdings, which contract will be subject to the provisions of, and completed in the manner provided in, Article 12.

9.5 Suspension of Call Option. The provisions of section 8.7 shall apply to the Call Option and any outstanding Call Notice pursuant to, or a contract or agreement of purchase and sale arising under, this Article 9 which has not been completed, mutatis mutandis.

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ARTICLE 10

RESOLUTION OF DISPUTES BETWEEN
HOLDINGS AND INTRAWEST

10.1 Deadlock.In the event that there is a disagreement between Holdings and Intrawest regarding any matter referred to in subsection 2.6(8), Holdings and Intrawest shall attempt to resolve such disagreement in the manner and in accordance with the following procedures:

(1) Holdings and Intrawest will attempt in good faith to resolve the disagreement by negotiation, including convening a meeting of their representatives for that purpose. All reasonable requests for relevant information relating to the disagreement made by either party will be honoured.

(2) If Holdings and Intrawest are unable to resolve the disagreement through negotiation, either one of them may give notice to the other requesting mediation of the disagreement. Following such notice being given, Holdings and Intrawest will agree on the appointment of a qualified, impartial and experienced individual (the “Mediator”) to serve as a mediator in connection with the disagreement.

(3) Should Holdings and Intrawest be unable to agree on the appointment of a mutually acceptable Mediator within 14 days of the notice referred to in subsection 10.1(2), they agree to refer the matter of the appointment of the Mediator to a judge of the superior court of Ontario.

(4) Within three days of the appointment of the Mediator in accordance with the provisions of subsection 10.1(2) or (3), Holdings and Intrawest will each provide the Mediator and each other with a written statement of their position in respect of the disagreement and a summary of the arguments supporting its position.

(5) The Mediator will meet with Holdings and Intrawest either together or separately as the Mediator in his or her sole discretion shall determine, in an attempt to resolve the disagreement through mediation. In connection with the mediation of the disagreement, the Mediator shall be permitted to request additional information from the parties, which requests shall not be unreasonably denied, and shall be permitted to engage experts. The costs of the Mediator and of any experts retained by the Mediator in the course of the mediation shall be borne by the Corporation.

(6) Holdings and Intrawest will each be entitled to retain legal counsel or other advisors in connection with the mediation. Each party shall be responsible for the costs of any counsel or advisors so retained.

For the purposes of this section 10.1, a disagreement between Holdings and Intrawest regarding a matter referred to in subsection 2.6(8) will be deemed to exist if, but not until, an Annual Budget or Capital Expenditures Budget, as the case may be, submitted to the Shareholders pursuant to section 2.10 is not approved pursuant to subsection 2.6(8) at a meeting of the Shareholders held within 30 days after the same is submitted to the Shareholders pursuant to section 2.10 and a revised Annual Budget or Capital Expenditures Budget, as the case may be, submitted to the Shareholders pursuant to section 2.10 is not approved pursuant to subsection 2.6(8) at a meeting of the Shareholders held within 15 days after such revised Annual Budget or Capital Expenditures Budget, as the case may be, is submitted to the Shareholders pursuant to section 2.10.

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ARTICLE 11

DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES

11.1 Default and Involuntary Transfers of Shares. In the event that:

(1) any Shareholder contravenes section 3.1, 3.3, 3.6, 3.8, 3.9 or 3.11;

(2) any Shareholder makes an assignment for the benefit of creditors or is adjudicated bankrupt or insolvent or any Shareholder other than an individual Shareholder takes steps to wind up or terminate its existence; or

(3) any proceedings are commenced requesting the sale or transfer of, or a declaration of trust in relation to, any Common Shares of which the Shareholder is the registered owner, whether by operation of law or court order, and whether pursuant to the Family Law Act, R.S.O. 1990, c. F6, any statute of similar purport in any jurisdiction, or otherwise than by voluntary act of such Shareholder (other than the transmission of any Common Shares from a deceased or incompetent Shareholder to the legal representative of such Shareholder);

(any such event being herein referred to as an “Involuntary Transfer” and any such Shareholder being herein referred to as an “Involuntary Transferor”), the other Shareholder (the “Other Shareholder”) will have the option (the “Involuntary Transferor Option”), exercisable at any time (i) with respect to (1) above, no sooner than 30 and no later than 60 days after notice by the Other Shareholder has been given to the Involuntary Transferor and only to the extent the relevant contravention has not been subsequently cured, and (ii) with respect to (2) and (3) above prior to the expiration of 30 days after the Other Shareholder has been notified, or has otherwise become aware, of such event, to purchase all or any of the Common Shares of which such involuntary Transferor is the registered owner immediately prior to the Involuntary Transfer (the “Involuntary Transferor Shares”) on the terms set out in this Article 11, provided that where any violation by Holdings of a provision referred to in section 3.9 or 3.11 which is caused by a Holdings Shareholder or an Eligible Holdings Transferee, the Other Shareholder shall only be entitled to purchase that number of Common Shares equal to (i) the number of Common Shares held by Holdings multiplied by (ii) the percentage obtained by dividing (A) the number of Holdings Shares owned by such Holdings Shareholder or Eligible Holdings Transferee immediately prior to the violation of such provision by (B) the number of issued and outstanding Holdings Shares at such time.

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11.2 Right to Purchase Pro Rata. The Other Shareholder shall have the right to purchase the Involuntary Transferor Shares at the price to be determined in accordance with the provisions of section.

11.3 Price. The price of the Involuntary Transferor Shares shall be:

(1) in respect of an Involuntary Transfer referred to in subsection 11.1(1), 90%; and

(2) in respect of an Involuntary Transfer referred to in subsections 11.1(2) and (3), 100%;

of the fair market value of the Involuntary Transferor Shares as determined pursuant to Schedule A as at the end of the fiscal quarter of the Corporation immediately preceding the fiscal quarter in which the event set out in subsection 11.1(1), (2) or (3) occurs, less the aggregate amount of any distributions made or to be made by the Corporation to the Involuntary Transferor after the end of such immediately preceding fiscal quarter.

11.4 Exercise of Involuntary Transfer Option. Within 10 Business Days of the fair market value of the Involuntary Transferor Shares having been determined, the Other Shareholder who desires to purchase all of the Involuntary Transferor Shares shall give notice thereof to the Involuntary Transferor and to the Corporation.

11.5 Closing. Upon the giving of notice pursuant to section 11.4, a binding contract of purchase and sale will exist between the Involuntary Transferor and the Other Shareholder which contract will be subject to the provisions of, and completed in the manner provided in, Article 12. The closing of a transaction contemplated in this Article 11 shall take place 10 Business Days after the date of the notice given pursuant to section 11.4.

ARTICLE 12

CLOSING PROCEDURES

12.1 Closing Procedures. The closing of (i) all purchases and sales of Offered Shares to an Offeree pursuant to Article 5, to the extent that the closing procedures contemplated in this Article 12 are not inconsistent with the terms stipulated in any Notice delivered pursuant to section 5.1; (ii) all purchases and sales of Put Shares or Call Shares pursuant to Articles 8 and 9; and (iii) all purchases and sales of Involuntary Transferor Shares pursuant to Article 11 shall take place in accordance with the provisions of this Article 12.

12.2 Time and Place of Closing. Closing shall take place at the head office of the Corporation (the “Place of Closing”) at 10:00 a.m. (Eastern Daylight or Standard Time, as the case may be) (the “Time of Closing”) on the dates for closing specified in or contemplated by each of Articles 5, 8, 9, or 11, respectively.

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12.3 Consents. If in connection with any purchase and sale transaction contemplated under Article 5 (where the purchaser of the Offered Shares is the Offeree), 8.9 or 11, it is necessary to obtain any consent, approval, authorization, waiver, exemption or ruling from any Government Authority, the failure to obtain which would have a material adverse effect on the condition (financial or otherwise) of the Corporation and its subsidiaries, taken as a whole, or would under applicable law prohibit completion of the purchase and sale transaction (a “Consent”), each of the Purchaser and the Vendor shall use all reasonable commercial efforts, and act together in good faith, to obtain such Consent as expeditiously as possible and in any event, prior to the Time of Closing. If despite such efforts of the parties, a Consent is not obtained prior to the Time of Closing and the Purchaser does not waive the obtaining of the Consent, the closing of the relevant transaction shall be delayed until such Consent is obtained provided that if such Consent cannot be obtained within 180 days of the date of the Put Notice or Call Notice, as the case may be, and the Purchaser does not waive the obtaining of the Consent the binding contract of purchase and sale formed pursuant to the Put Notice or Call Notice, as the case may be, shall be deemed to be terminated and of no force and effect, without prejudice to the relevant party’s right to deliver further Put Notices or Call Notices, as the case may be, in accordance with the terms hereof.

12.4 Payment and Delivery. At the Time of Closing, each Person who has exercised its right, or who is required, to purchase Common Shares (a “Purchaser”) shall deliver to the Person selling Common Shares (the “Vendor”) the consideration required to be paid pursuant to Article 5, 8, 9, or 11, as the case may be, (the “Purchase Price”). At the Time of Closing:

(1) the Vendor shall deliver to the Purchaser share certificates representing the Common Shares required to be issued or Transferred to the Purchaser (the “Purchased Shares”);

(2) the Vendor shall deliver all necessary documents (which documents shall, as to form and content, be satisfactory in all respects to the Purchaser and its counsel, acting reasonably) required to Transfer to the Purchaser the Purchased Shares, free and clear of all mortgages, pledges, liens, charges, security interests, adverse claims and other encumbrances and to otherwise comply fully with the intent of this Agreement and to deliver a representation and warranty to the Purchaser in a form satisfactory to the Purchaser, acting reasonably, regarding the Vendor’s title to and ownership of the Purchased Shares and such other documents as may otherwise be required to comply with and to fulfil the intent of this Agreement; and

(3) each Consent required under section 12.3 shall be tabled by the party who obtained it.

12.5 Default of Selling Shareholder. If the Vendor is not present at the Place of Closing at the Time of Closing or is present but fails for any reason whatsoever to comply with section 12.4, in addition to and without limitation to any other rights it may have at law, the Purchaser may make payment of the Purchase Price by depositing the same into a special interest-bearing account at a branch of the Corporation’s bankers in the name of and in trust for the Vendor. Such deposit shall constitute valid and effective payment of the Purchase Price to the Vendor even though the Vendor has voluntarily encumbered or disposed of any of the Purchased Shares and notwithstanding the fact that a certificate or certificates representing the Purchased Shares may have been delivered to any pledgee, transferee or other Person.

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12.6 Sale Effective. If the Purchase Price is deposited pursuant to section 12.5 into a special account at a branch of the Corporation’s bankers in the name of and in trust for the Vendor, then from and after the date of such deposit and even though the Purchased Shares have not been delivered to the Purchaser, the purchase and sale of such Purchased Shares shall be deemed to have been fully completed and all right, title, benefit and interest, both at law and at equity, in and to such Purchased Shares shall be conclusively deemed to have been Transferred and assigned to and become vested in the Purchaser and all right, title, benefit and interest, both at law and in equity, of the Vendor, or of any assignee or other Person having any interest, legal or equitable, therein or thereto, whether as shareholder or creditor of any Person in the Corporation or otherwise, shall cease and determine; provided, however, that the Vendor shall be entitled to receive the Purchase Price so deposited with interest thereon.

12.7 Non-Completion by Intrawest. If Intrawest fails to complete a purchase of any Common Shares under the Put Option or the Call Option on the later of the date provided for under subsection 8.2(3) or 9.2(2), as the case may be, and the date which is five Business Days after the determination of Market Value in accordance with the provisions of Schedule A, and provided that Holdings shall have complied with all of its obligations under section 12.4 with respect to such purchase and all relevant Consents shall have been obtained, Intrawest shall pay to Holdings, in addition to the Purchase Price, interest from such date on the amount of the Purchase Price, at a rate equal to the prime rate quoted by the Corporation’s principal banker plus 2% until such time as the relevant purchase transaction closes, without prejudice to any other right of Holdings at law or in equity, arising as a result of Intrawest’s failure to complete such purchase.

12.8 Power of Attorney. If the Vendor is not present at the Place of Closing at the Time of Closing or is present but fails for any reason whatsoever to comply with section 12.4 and provided that the Purchaser has complied with all of its obligations under section 12.4, the Vendor irrevocably constitutes and appoints the Purchaser as its true and lawful attorney in fact as agent for, in the name of and on behalf of the Vendor to execute and deliver in the name of the Vendor all such assignments, transfers, deeds and instruments as may be necessary effectively to Transfer and assign the Purchased Shares to the Purchaser or its nominee or nominees. Such appointment and power of attorney, being coupled with an interest, shall not be revoked by the insolvency, bankruptcy or incapacity of the Vendor and the Vendor hereby ratifies and confirms and agrees to ratify and confirm all that the Purchaser may lawfully do or cause to be done by virtue of the provisions of this section 12.8.

12.9 Consent to Transfer. All parties to this Agreement from time to time hereby irrevocably consent, including, without limitation, for the purposes of the restrictions on Transfer contained in the Constating Documents of the Corporation, to any Transfer of Shares made pursuant to the provisions of this Agreement and hereby agree to execute any and all such forms of consent, instruments and other documents as may be required from time to time to evidence or give effect to the foregoing and to cause the Board of Directors of the Corporation to pass such resolutions or to take such other action necessary to implement the same.

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12.10 Entitlement to Purchase Price. The Vendor shall be entitled to receive the Purchase Price deposited with the bankers of the Corporation on delivery to the Purchaser of the documents required by section 12.4 together with an indenture, in form satisfactory to the Purchaser, acting reasonably, ratifying and confirming all that the Purchaser has lawfully done or caused to be done by virtue of the provisions of section 12.8.

ARTICLE 13

GENERAL

13.1 Conflict. In the event of any conflict between the provisions of this Agreement and the Constating Documents of the Corporation or any subsidiary of the Corporation, the provisions of this Agreement shall govern to the extent permitted by law. Each of the Shareholders agrees to vote its Shares or cause its Shares to be voted and the Corporation agrees to take such acts so as to cause the Constating Documents of the Corporation or any subsidiary of the Corporation to be amended to the extent permitted by law in order to resolve such conflict in favour of the provisions of this Agreement.

13.2 Transferees to be Bound by Agreement. Notwithstanding anything to the contrary contained herein, no Common Share may be Transferred by any Shareholder or allotted or issued to any Person who has not agreed to be bound by all of the provisions of this Agreement including, without limitation, that any purchaser or other acquirer of Common Shares held by Intrawest will assume its obligations under Article 8 hereof, and no such Person who acquires any interest in or control over any Common Shares under this Agreement will be recognized or considered as a Shareholder under this Agreement and the Shareholders will not be required to consider any Person a Shareholder under this Agreement or afford any Person the rights afforded by this Agreement or any of the incidents connected with being a Shareholder under this Agreement until that Person agrees to be bound by this Agreement. Any Person who becomes a holder of Common Shares or rights under this Agreement after the date of this Agreement will agree to be bound by this Agreement and will signify its assent to the terms of this Agreement by signing this Agreement or by delivering an instrument in writing duly executed under seal to the Secretary of the Corporation and to the existing Shareholders indicating an intention and agreement to be bound by the terms of this Agreement. Each of the parties to this Agreement will be bound each to each other and, upon the subsequent assent to this Agreement by any Person, each of them will be bound to each and every such Person and, in like manner, each and every such Person will be bound to each party and to each and every subsequent Person who agrees to be bound by this Agreement thereafter. Each of the parties agrees that to the extent any Person to which it Transfers Common Shares hereunder fails to perform any obligation assumed by such transferee pursuant to this section 13.2, the transferring party shall remain fully obligated to the other Shareholders for the performance of such obligation.

13.3 No Partnership. Nothing in this Agreement or in the relationship of the parties hereto shall be construed as in any sense creating a partnership between the parties or as giving to any party any of the rights of, or subjecting any party to any of the creditors of, the other party.

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13.4 Time of the Essence. Time shall be of the essence of this Agreement

13.5 Benefit of the Agreement. This Agreement shall ensure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the parties hereto.

13.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than those expressly set forth or contemplated in this Agreement and in the Share Purchase Agreement.

13.7 Amendments and Waivers. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. Failure by any party hereto to insist in any one or more instances upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant.

13.8 Assignment. Except as may be expressly provided in this Agreement, none of the parties hereto may assign its rights or obligations under this Agreement without the prior written consent of all of the other parties hereto.

13.9 Termination. This Agreement shall terminate upon:

(1) the written agreement of all of the Shareholders;

(2) the dissolution of the Corporation; or

(3) one Shareholder becoming the beneficial owner of all of the issued and outstanding Common Shares.

13.10 Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect and the parties hereby undertake to renegotiate in good faith, with a view to concluding arrangements as nearly as possible the same as those herein contained.

13.11 Notices. Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and may be given by actual delivery, or by transmittal by facsimile transmission addressed to the recipient as follows:

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To Holdings:

Blue Mountain Resorts Holdings Inc. 

R.R. #3 

Collingwood, Ontario 

L9Y 3Z2

Attention: President
Facsimile No.: (705) 443-5520

To Intrawest:

Intrawest Corporation
800 - 200 Burrard Street
Vancouver, British Columbia

V6C 3L6

Attention: President, Resort Development Group 

Facsimile No.: (604) 669-0605

To the Corporation:

Blue Mountain Resorts Limited
R.R. #3 

Collingwood, Ontario 

L9Y 3Z2

Attention: President
Facsimile No.: (705) 443-5520

or such other address, telecopy number or individual as may be designated by notice by any party to the others. Any demand, notice or other communication given by actual delivery shall be conclusively deemed to have been given on the day of actual delivery thereof (or, if such day is not a Business Day, on the next Business Day) or on the day on which the party to which such demand, notice or other communication is transmitted received such transmission (or, if such day is not a Business Day, on the next Business Day).

13.12 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable in the case of contracts made and to be wholly performed in such province and without application of the choice of law principles of such province. All disputes arising under this Agreement will be referred to the courts of the Province of Ontario which will have exclusive jurisdiction and, by execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts.

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13.13 Counterparts. This Agreement may be executed is any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

13.14 Further Acts. Each of the parties to this Agreement shall at the request of any other party hereto, and at the expense of the Corporation, execute and deliver any further documents and do all acts and things as that party may reasonably require to carry out the true intent and meaning of this Agreement.

13.15 Business Day. Any obligations required to be performed by a party under this Agreement on a day, other than a Business Day, shall be properly discharged if performed by such party on the next following day which is a Business Day.

13.16 Legal Fees. If any party institutes legal proceedings with respect to this Agreement, the prevailing party shall be entitled to court costs and reasonable legal fees incurred by such party in connection with such legal proceedings.

ARTICLE 14

EXECUTION

14.1 Execution. This Agreement has been executed by the parties hereto on January 28, 1999.

BLUE MOUNTAIN RESORTS HOLDINGS INC.
By:	/s/ Illegible
Title:	President

By: 

Title: 

INTRAWEST CORPORATION
By:	/s/ Illegible
Title:

By: 

Title: 

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BLUE MOUNTAIN RESORTS LIMITED
By:	/s/ Illegible
Title:

By: 

Title: 

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SCHEDULE A

DETERMINATION OF MARKET VALUE

1. Definition of Market Value. “Market Value” shall mean fair market value as determined in accordance with section 2 of this Schedule A or, failing agreement under section 2, in accordance with the remaining provisions of this Schedule A.

2. Determination by Agreement. If the Market Value of any Common Shares is to be determined pursuant to this Schedule, the Market Value of such Common Shares may be determined by agreement of Holdings and Intrawest.

3. Determination by Valuator. Unless the Market Value of any Common Shares has been determined by agreement of Holdings and Intrawest in accordance with section 2, any party shall be entitled, at any time, to require such Market Value to be determined in accordance with the remaining provisions of this Schedule A, provided that such Market Value will be the fair market value with no minority discount or majority premium, and shall be calculated on a per share basis.

4. Selection of Valuator. Any party (the “Selecting Party”) that wishes to exercise the right referred to in section 3 shall provide notice in writing to the other party (the “Other Party”), Forthwith following such notice being given and in any event within three Business Days thereafter, the Selecting Party and the Other Party shall each engage an Independent internationally recognized public chartered accountancy firm or investment bank which has substantial offices in Canada and which has substantial experience in business valuation (in this Schedule A, the “First Valuator” and the “Second Valuator”) to determine the Market Value of the relevant Common Shares.

5. Cooperation and Delivery of Valuation. The Selecting Party and the Other Party shall, respectively, retain the First Valuator and the Second Valuator to determine the Market Value of the relevant Common Shares as at the date referred to in section 8.2, 9.2 or 11.3, as applicable (the “Relevant Date”) as required under this Agreement, without taking into account any liabilities of the Corporation in respect of any distributions made or to be made by the Corporation to the Shareholders pursuant to section 2.9 of the Shareholders’ Agreement after the Relevant Date, applying such principles of valuation as each of the First Valuator and the Second Valuator, respectively, considers appropriate in the circumstances. Each of the parties hereto shall in all respects cooperate with the First Valuator and the Second Valuator in the determination of such Market Value. In particular, each of the parties shall make available to the First Valuator and the Second Valuator all such documents and information with respect to the affairs of the Corporation and its subsidiaries or any other Person as either the First Valuator or the Second Valuator may reasonably require to make its determination of Market Value, and shall make their personnel available at all reasonable times to assist in such determination. Each of the parties shall use its best efforts to ensure that, within 30 Business Days following their appointment, the First Valuator and the Second Valuator shall provide the Selecting Party and the Other Party with their determinations of Market Value of the relevant Common Shares. If the First Valuator or Second Valuator specifies a range of values for Market Value, subject to section 6, such “Market Value” shall be the mid-point of the range.

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6. Market Value - Average. If the amount determined by the First Valuator in accordance with the provisions of section 5 (the “First Valuation”) and the amount determined by the Second Valuator in accordance with the provisions of section 5 (the “Second Valuation”) do not vary by more than 10% of the higher of the two, the Market Value of the relevant Common Shares shall be the arithmetic average of the First Valuation and the Second Valuation. If the First Valuation and Second Valuation vary by more than 10% of the higher of the two, the Selecting Party and the Other Party shall cause the First Valuator and the Second Valuator to engage a third Independent internationally recognized public chartered accountancy firm or investment bank which has substantial offices in Canada and which has substantial experience in business valuations (the “Third Valuator”) to determine the Market Value of the relevant Common Shares as at the Relevant Date without taking into account any liabilities of the Corporation in respect of any distributions made or to be made by the Corporation to the Shareholders pursuant to section 2.9 of the Shareholders’ Agreement. The Selecting Party and the Other Party shall jointly retain the Third Valuator to determine the Market Value of the relevant Common Shares as at the Relevant Date as required under this Agreement and the provisions of section 5 shall apply, mutatis mutandis, to such third determination (the “Third Valuation”). In these circumstances, the Market Value of the relevant Common Shares shall be:

(a) the arithmetic average of the two of the First Valuation, Second Valuation and Third Valuation that are closest to one another, provided that the Third Valuation is higher than one of the First Valuation and the Second Valuation and lower than one of the First Valuation and the Second Valuation;

(b) if the Third Valuation is higher than both the First Valuation and the Second Valuation, the higher of the First Valuation and the Second Valuation; and

(c) if the Third Valuation is lower than both the First Valuation and the Second Valuation, the lower of the First Valuation and the Second Valuation.

7. Fees and Disbursements. All fees, disbursements and other costs and expenses associated with the determination of Market Value by the Valuator, the Second Valuator or the Third Valuator shall be borne by the Corporation.

8. Determination by Board of Directors. In the event that any action required to be taken by the Selecting Party or the Other Party pursuant to this Schedule A shall not have been taken within the period of time provided for in this Schedule A, the Board of Directors may (but shall be under no obligation to) by resolution determine such matter or take such action on behalf of the Selecting Party or the Other Party.

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SCHEDULE B

HOLDINGS SHAREHOLDERS

A. Common Shares

Mr. Gordon Canning
Mrs. Barbara Weider
Mrs. Katherine Canning
Mr. George Weider
Dr. Donald McGillivray
Mrs. Helen Weider
Mrs. Helen McGillivray
Jozo Weider Limited*
Mrs. Anna Marik

B. Class “A” Shares

Mr. Gordon Canning 

Mr. Gordon Canning, in Trust

* All of the shares of Jozo Weider Limited are owned by certain of the Persons listed in this Schedule B.

SCHEDULE C

DIRECTORS’ REMUNERATION

	November 1, 1997 to October 31, 1998		November 1, 1998 to October 31, 1999
Urban Joseph	$	23,058 plus $6,000 onetime bonus	$	23,750 (3% increase)
Don McGillivray		33,619		34,628 (3% increase)
George Welder		53,403		54.285(1.6%increase)
Total	$	110,080	$	112,663

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EX-10.21

1621 18^TH street
suite 300
denver, co 80202
tel.303-749-8200
fax.303-749-8340

October 1^st, 2013

Personal and Confidential - Delivered Via Email (REVISED)

Dallas E Lucas
c/o Intrawest Denver

Dear Dallas:

This letter will confirm termination of your employment effective October 11^th, 2013 (the “Termination Date”), your employment with Intrawest U.S. Holdings (“Intrawest”) and pursuant to the Employment Agreement (the “Agreement”) executed on August 1^st, 2012 between yourself and Intrawest. In accordance with the terms of the Agreement applicable in the event of a termination of your employment by Intrawest without cause, Intrawest will provide you with the following terms of settlement (“Terms of Settlement”).

Terms of Settlement

Intrawest will pay you the salary accrued, the discretionary Denver team payment as well as any and all accrued vacation up to the Termination Date to which you are entitled pursuant to Section 4.2(a) of the Agreement. Per our calculations, the total for these amounts is $57,888.71 (less statutory withholdings).

As provided in Section 4.2 in the Agreement, at future dates, Intrawest will also pay you:

• The full payout of the FY13 annual performance-based incentive bonus amount of $402,499.97 (less statutory withholdings) provided in Section 4.2(b);

• In lieu of periodic payments as provided for in Section 4.2 (c), a lump sum payment equivalent to eight (8) weeks of base pay in the amount of $61,923.04 (less statutory withholdings) will be provided;

• Continued employer contributions for COBRA (health) coverage provided in Section 4.2 (d) for three (3) months, if you elect to continue your group health and dental insurance benefits under the terms, conditions, and limitations of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) through January 31^st, 2014, assuming you remain eligible for such continuation coverage. With the sole exception of the group health and dental insurance benefits continuation pursuant to COBRA, all other employment benefits provided by Intrawest and/or affiliates to you terminate on the Termination Date;

• The pro-rated portion of the FY14 annual performance-based incentive bonus amount. Assuming Intrawest reaches its FY14 financial expectations, and bonuses are payable under the terms of the plan, you will receive a bonus when payout occurs for other plan participants in October/November 2014.

Notwithstanding the above, these payments will cease entirely in the event you breach any of your fiduciary responsibilities or any of the covenants under Section 3 (Covenants) of the Agreement.

Intrawest Property

Upon the Termination Date, all proprietary assets including computer hardware, software, mobile devices, corporate credit cards, files, keys, etc. will be returned.

Outplacement Services

As additional consideration for the release and confidentiality agreements contained herein, outplacement services are available for up to three (3) months to provide you with assistance in obtaining your next position. Further information detailing this provision and questions should be directed to Stefanie Stark, Human Resources at 303-749-8223.

Page 1 of 4

The amounts and benefits, provided by Sections 4.2 (b), 4.2 (c) and 4.2(d) will be provided as stipulated in the Agreement, contingent on future events. As a condition of Intrawest paying you any amounts or benefits under Sections 4.2 (b), 4.2 (c) and 4.2(d), you must:

1.	deliver or cause to be delivered to the undersigned all books, documents, effects, money, securities or other property belonging to Intrawest or its Affiliates (as defined in the Agreement) or for which Intrawest or its Affiliates are liable to others, which are in your possession, charge, control or custody, as directed above; and
2.	execute and return to Mara Pagotto, the Release and Indemnity attached herewith as Schedule “A”. The Release and Indemnity shall not take effect until the seven-day revocation period provided in the Release and Indemnity has been exhausted, without you revoking your acceptance of the Release and Indemnity.

In addition to the above, Intrawest will reimburse you for all outstanding expenses which have been properly incurred up to and including the Termination Date. In this regard, please submit an expense report to me as soon as possible and no later than October 18^th, 2013.

The Terms of Settlement and the terms of Schedule “A” shall be governed by the laws in force in the State of Colorado, and the U.S., as the parties expressly acknowledge and agree that Intrawest and its affiliates have a large business presence in the State of Colorado. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement. You expressly waive any right to a jury trial relating to any dispute arising under the Terms of Settlement or Schedule “A”.

Please acknowledge receipt of this letter and the attachment below by signing and returning to Mara Pagotto by the end of day October 3^rd, 2013. If you have any questions or require clarification on any of the matters addressed in this letter, please do not hesitate to contact Mara Pagotto at 303.749.8220.

Yours truly,

INTRAWEST U.S. HOLDINGS INC.

/s/ Bill Jensen
Bill Jensen
Chief Executive Officer

cc: Mara Pagotto, Chief People Officer

Enclosure

I, Dallas E Lucas, acknowledge receipt of this letter and the Schedule A “Release and Indemnity” attached.

/s/ Dallas E Lucas	10/2/13
Signature	Date

Page 2 of 4

SCHEDULE “A”- RELEASE AND INDEMNITY

                    WHEREAS on or about August 1, 2012, Dallas E Lucas (the “Employee”) entered into an Employment Agreement (“Agreement”) with Intrawest U.S. Holdings Inc. (“Intrawest”);

                    AND WHEREAS the Employee acknowledges and agrees that he has received from Intrawest all compensation to which he is entitled for services provided to Intrawest through the Termination Date. The Employee further acknowledges and agrees that he is not entitled to any accrued vacation or other benefits, and that he has received reimbursement from Intrawest of all reasonable business expenses incurred by him through the Termination Date, if any, in accordance with Intrawest’s expense reimbursement policy and practices and applicable law.

                    AND WHEREAS the Employee wishes to receive the payments outlined under the Terms of Settlement, which are conditional on his execution of this Release and Indemnity;

                    AND WHEREAS the Employee has agreed to accept the Terms of Settlement outlined in the letter dated October 1^st, 2013, to which this Release and Indemnity is attached as Schedule “A”, in full and final settlement of all claims which the Employee may have against the Releasees (as hereinafter defined), including, without limitation, with respect to the Agreement, the Employee’s employment thereunder and/or the termination of the Agreement, the Employee’s employment thereunder, and the Employee’s employment with Intrawest;

                    IN CONSIDERATION of the Terms of Settlement, the Employee releases and forever discharges Intrawest and any parent, subsidiaries, affiliates or corporations associated with or related to Intrawest and each of their respective past, present, and future officers, directors, employees, agents, trustees, and shareholders, and the respective successors, heirs and assigns of these individuals (collectively referred to as the “Releasees”) from any and all actions, causes of action, proceedings, claims, complaints and demands whether statutory, contractual or pursuant to the common law, the civil law or at equity, which have arisen at any time from the beginning of time up to and including the Termination Date (collectively “Claims”), including, without limitation, Claims with respect to the Agreement, the Employee’s employment thereunder, the termination of the Agreement and the Employee’s employment thereunder, including any Claims for salary, wages, anticipated earnings, commissions, bonus, incentive pay, stock options, benefits, perquisites, overtime pay, vacation pay, holiday pay, pay pursuant to employment standards legislation as amended from time to time, any other form of remuneration, notice of termination, termination, pay, severance pay, compensation in lieu of notice, damages for wrongful dismissal, reinstatement in employment, damages of any kind, as well as any express or implied right under any contract of employment, the common law, the civil law, at equity or under the applicable employment standards and human rights legislation or under any other statute or regulation. The Claims include, but are not limited to, Claims under federal, state, or local statutes, ordinances, regulations or orders in the United States, including but not limited to the Age Discrimination in Employment Act, as amended, 29 U.S.C. ‘621 et seq., and Title VII of the 1964 Civil Rights Act, as amended, 42 U.S.C. ‘2000e et seq. Notwithstanding the foregoing; the Releases do not extend to Claims for indemnification by Employee to which Employee would otherwise be entitled under any organizational document of Intrawest ULC or any of its affiliates or Claims involving losses or damages that would be fully covered under any applicable insurance contract.

                    FOR THE CONSIDERATION, the Employee further agrees not to make any Claims against, take any proceedings against, or file suit against any of the Releasees or any entities or persons which are not Releasees as to any Claim hereby released.

                    FOR THE CONSIDERATION, the Employee further agrees to indemnify and save harmless the Releasees from any and all claims or demands under the U.S. Internal Revenue Service and any other U.S. statute or regulations for or in respect of any failure on the part of the Releasees to withhold income tax, or any other tax, premium, payment or levy from all or any part of the consideration and any interest or penalties relating to the failure to withhold and any costs or expenses incurred in defending such claims or demands, provided that the Employee shall have no liability under this paragraph with respect to any failure by any of the Releasees to remit any amounts withheld from all or part of the said consideration to the appropriate governmental authority.

                    THIS RELEASE AND INDEMNITY will not apply to any claims that the Employee may have relating to the failure or the refusal of Intrawest to comply with the Terms of Settlement.

Page 3 of 4

                    THE EMPLOYEE ACKNOWLEDGES that this Release and Indemnity and the Terms of Settlement must remain confidential and unless he is required by law, undertakes not to divulge them to any person, except to counsel, his financial advisors, or to his immediate family;

                    THE EMPLOYEE ALSO DECLARES that he has been advised by Intrawest to discuss the Terms of Settlement and this Release and Indemnity with legal counsel before signing this Release and Indemnity, he has had a reasonable opportunity to seek independent legal advice with respect to the Terms of Settlement as well as this Release and Indemnity and fully understands them. The Employee voluntarily accepts the Terms of Settlement for the purpose of making full and final compromise, adjustment and settlement of all Claims as aforesaid.

                    THE EMPLOYEE FURTHER DECLARES that he was afforded a 21-day period in which to consider the Terms of Settlement and this Release and Indemnity, and, if applicable, has voluntarily waived the full 21-day period of time by executing this Release and Indemnity on the date indicated below. The Employee further represents that he has knowingly and voluntarily signed this Release and Indemnity as his own free act, without coercion or duress, and has returned this fully executed Release and Indemnity to Intrawest’s designated representative for this limited purpose, Mara Pagotto, 1621 18^th Street, Suite 300, Denver, Colorado 80202. The Employee acknowledges that he may revoke this Release and Indemnity by arranging for the receipt by Ms. Pagotto, Intrawest’s designated representative for this limited purpose, of a written notice of said revocation within the seven (7) day period following the designated representative’s receipt of the Release and Indemnity executed by Employee. If Intrawest’s designated representative receives such timely notice of revocation, this Release and Indemnity will be null and void, and without any effect whatsoever. If Intrawest’s designated representative does not receive such timely written notice of revocation, this Release and Indemnity will take effect on the eighth day following receipt of the Release and Indemnity (executed by the Employee) by Intrawest’s representative.

                    THIS RELEASE AND INDEMNITY, together with the Terms of Settlement and the Agreement incorporated by reference, sets forth the entire agreement and understanding of the parties, and, upon the effective date of this Release and Indemnity, shall supersede all prior agreements, arrangements and understandings between the parties. No term or provision of this Release and Indemnity may be modified or extinguished, in whole or in part, except by a writing which is dated and signed by the Employee and the President of Intrawest.

                    THIS RELEASE AND INDEMNITY will be deemed to have been made in and will be construed in accordance with the laws of the State of Colorado.

                    THIS RELEASE AND INDEMNITY will enure to the benefit of and be binding upon the Employee and his heirs, estate, members of his family, executors, administrators, legal personal representatives, successors and assigns.

                    THIS RELEASE AND INDEMNITY shall not be construed more strictly against one party than another merely by virtue of the fact that it may have been prepared by one of the parties.

                    BY ENTERING INTO THIS RELEASE AND INDEMNITY, none of the Releases nor the Employee admits any impropriety, wrongdoing or liability of any kind whatsoever, and on the contrary, each expressly denies the same.

                    IN WITNESS WHEREOF the Employee has executed this document at Denver, CO, on the 11 day of October, 2013.

SIGNED in the presence of:
/s/ [Illegible]	/s/ Dallas E Lucas
Witness	Dallas E Lucas

Page 4 of 4

EX-10.22

Execution Version

[Published CUSIP Number: [________]]

CREDIT AGREEMENT

among

INTRAWEST OPERATIONS GROUP HOLDINGS, LLC,

as Holdings,

INTRAWEST OPERATIONS GROUP, LLC,

as the Borrower,

The Several Lenders

from Time to Time Parties Hereto,

GOLDMAN SACHS LENDING PARTNERS LLC,

as Administrative Agent and Swing Line Lender,

and

GOLDMAN SACHS BANK USA,

as Issuing Bank

Dated as of December 9, 2013

GOLDMAN SACHS LENDING PARTNERS LLC,

CREDIT SUISSE SECURITIES (USA) LLC,

DEUTSCHE BANK SECURITIES INC.

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Lead Arrangers and Joint Lead Bookrunners,

TABLE OF CONTENTS

			Page
SECTION 1.		DEFINITIONS	2
	1.1	Defined Terms	2
	1.2	Other Definitional Provisions	46
	1.3	Timing of Payment or Performance	47
	1.4	Currency Equivalents Generally	47
SECTION 2.		LOANS AND LETTERS OF CREDIT	48
	2.1	Initial Term Loans	48
	2.2	Revolving Loans	48
	2.3	Swing Line Loans	50
	2.4	Issuance of Revolving Facility Letters of Credit and Purchase of Participations Therein	52
	2.5	Issuance of LC Facility Letters of Credit and Purchase of Participations Therein	59
	2.6	Pro Rata Shares; Availability of Funds	64
	2.7	Use of Proceeds	64
	2.8	Evidence of Debt; Register; Lenders’ Books and Records; Notes	65
	2.9	Interest on Loans	65
	2.10	Conversion/Continuation	68
	2.11	Default Interest	68
	2.12	Fees	69
	2.13	Scheduled Payments	70
	2.14	Voluntary Prepayments/Commitment Reductions	71
	2.15	Mandatory Prepayments/Commitment Reductions	74
	2.16	Application of Prepayments/Reductions	80
	2.17	General Provisions Regarding Payments	81
	2.18	Ratable Sharing	82
	2.19	Making or Maintaining Eurodollar Rate Loans	83
	2.20	Increased Costs; Capital Adequacy	85
	2.21	Taxes	87
	2.22	Obligation to Mitigate	91
	2.23	Defaulting Lenders	91
	2.24	Removal or Replacement of a Lender	95
	2.25	Extensions of Loans	96
	2.26	[Reserved]	99
	2.27	Incremental Facility	99
	2.28	Refinancing Facilities	100
SECTION 3.		REPRESENTATIONS AND WARRANTIES	103
	3.1	Financial Condition	103
	3.2	No Change	103
	3.3	Corporate Existence; Compliance with Law	104

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			Page
	3.4	Corporate Power; Authorization; Enforceable Obligations	104
	3.5	No Legal Bar	104
	3.6	No Material Litigation	104
	3.7	No Default	104
	3.8	Ownership of Property; Liens	105
	3.9	Intellectual Property	105
	3.10	Taxes	105
	3.11	Federal Regulations	105
	3.12	Labor Matters	105
	3.13	ERISA	106
	3.14	Investment Company Act	106
	3.15	Subsidiaries	106
	3.16	Use of Proceeds	106
	3.17	Environmental Matters	106
	3.18	Accuracy of Information, Etc	108
	3.19	Security Documents	108
	3.20	Solvency	108
	3.21	Regulation H	109
	3.22	Immaterial Subsidiaries; Non-Guarantor Subsidiary	109
	3.23	PATRIOT Act and OFAC	109
SECTION 4.		CONDITIONS PRECEDENT	109
	4.1	Conditions to Effectiveness	109
	4.2	Conditions to Each Credit Extension	112
SECTION 5.		AFFIRMATIVE COVENANTS	113
	5.1	Financial Statements	113
	5.2	Certificates; Other Information	115
	5.3	Payment of Taxes	116
	5.4	Conduct of Business and Maintenance of Existence; Compliance with Law	117
	5.5	Maintenance of Property; Insurance	117
	5.6	Inspection of Property; Books and Records; Discussions	117
	5.7	Notices	118
	5.8	Environmental Laws	118
	5.9	Plan Compliance	119
	5.10	Additional Collateral, etc	119
	5.11	Further Assurances	121
	5.12	Post-Closing Covenants	121
	5.13	[Reserved]	122
	5.14	[Reserved]	122
	5.15	Maintenance of Rating	122
	5.16	Unrestricted Subsidiaries	122
SECTION 6.		NEGATIVE COVENANTS	122
	6.1	Financial Condition Covenant	122
	6.2	Limitation on Indebtedness	123

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			Page
	6.3	Limitation on Liens	127
	6.4	Limitation on Fundamental Changes	131
	6.5	Limitation on Disposition of Property	132
	6.6	Limitation on Restricted Payments	135
	6.7	[Reserved]	137
	6.8	Limitation on Investments	137
	6.9	Limitation on Optional Payments and Modifications of Subordinated Debt Instruments	139
	6.10	Limitation on Transactions with Affiliates	140
	6.11	Limitation on Sales and Leasebacks	140
	6.12	Limitation on Changes in Fiscal Periods	140
	6.13	Limitation on Negative Pledge Clauses	141
	6.14	Limitation on Restrictions on Subsidiary Distributions	141
	6.15	[Reserved]	142
	6.16	Limitation on Activities of Holdings	142
SECTION 7.		EVENTS OF DEFAULT	142
	7.1	Events of Default	142
	7.2	Application of Proceeds	145
	7.3	Cure Right	146
SECTION 8.		THE ADMINISTRATIVE AGENT	147
	8.1	Appointment and Authority	147
	8.2	Rights as a Lender	148
	8.3	Exculpatory Provisions	148
	8.4	Reliance by Administrative Agent	149
	8.5	Delegation of Duties	150
	8.6	Resignation of Administrative Agent	150
	8.7	Non-Reliance on Administrative Agent and Other Lenders	151
	8.8	No Other Duties, Etc.	151
	8.9	Administrative Agent May File Proofs of Claim	151
	8.10	Collateral and Guaranty Matters; Rights Under Hedge Agreements	152
	8.11	Withholding Taxes	152
	8.12	Intercreditor and Subordination Agreements	153
SECTION 9.		MISCELLANEOUS	153
	9.1	Amendments and Waivers	153
	9.2	Notices	156
	9.3	No Waiver; Cumulative Remedies	158
	9.4	Survival of Representations and Warranties	158
	9.5	Payment of Expenses	159
	9.6	Successors and Assigns; Participations and Assignments	160
	9.7	Adjustments; Set-off	168
	9.8	Counterparts	168
	9.9	Severability	168
	9.10	Integration	169
	9.11	GOVERNING LAW	169

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		Page
9.12	Submission To Jurisdiction; Waivers	169
9.13	Acknowledgments	170
9.14	Confidentiality	170
9.15	Accounting Changes	171
9.16	WAIVERS OF JURY TRIAL	171
9.17	Conversion of Currencies	171
9.18	[Reserved]	172
9.19	[Reserved]	172
9.20	USA PATRIOT Act	172
9.21	Payments Set Aside	172
9.22	Releases of Collateral and Guarantees	172
9.23	Time	173

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SCHEDULES:
1.1A	Commitments
1.1B	Existing Letters of Credit
1.1C	Mortgaged Properties
1.1D	Pledged Equity
1.1E	Grove Funds
1.1F	Fortress Funds
1.1G	[Reserved]
1.1H	Disqualified Assignees
3.15	Subsidiaries
3.19(a)	UCC Filing Jurisdictions
3.19(b)	Mortgage Filing Jurisdictions
3.22	Immaterial Subsidiaries; Excluded Subsidiaries
4.1(f)	Closing Date Lien Searches
4.1(k)	Closing Date Mortgaged Properties
5.12	Post-Closing Matters
6.2(d)	Existing Indebtedness
6.2(m)	Indebtedness Guarantee Obligations
6.2(u)	Undeveloped Land
6.3(o)	Existing Liens
6.3(w)	Rights of First Refusal and Options
6.5(n)	Dispositions
6.8(f)	Non-Wholly-Owned Subsidiary Contractual Obligations
6.8(i)	Existing Investments
7.1(e)	Non-Cross Defaulted Loans
EXHIBITS:
A	Form of Compliance Certificate
B	Form of Closing Certificate
C-1	Form of Assignment and Acceptance
C-2	Form of Affiliate Lender Assignment and Acceptance
D-1	Form of Term Loan Note
D-2	Form of Revolving Loan Note
D-3	Form of Swing Line Note
E-1	Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
E-2	Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
E-3	Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
E-4	Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
F	Form of Solvency Certificate
G-1	Form of Funding Notice
G-2	Form of Conversion/Continuation Notice
G-3	Form of Issuance Notice

Appendix A   Notice Addresses

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CREDIT AGREEMENT, dated as of December 9, 2013 among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company (“Holdings”), Intrawest Operations Group, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as administrative agent (in such capacity, together with any successor appointed in accordance with Section 8.6, the “Administrative Agent”) and as Swing Line Lender (as defined below), and GOLDMAN SACHS BANK USA, as Issuing Bank (as defined below).

W I T N E S S E T H:

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, through a series of restructuring steps which have occurred or will occur on the date hereof (the “Restructuring Transactions”), (i) Intrawest Europe Holdings S.à r.l., a Luxembourg société à responsabilité limitée (“IEH”), and Intrawest S.à r.l., a Luxembourg société à responsabilité limitée (“ITW”), will contribute the Capital Stock of Intrawest ULC, an unlimited liability corporation incorporated under the laws of the Province of Alberta (“Intrawest ULC”), and Intrawest U.S. Holdings Inc., a Delaware corporation (“US Holdings”), to Intrawest Resorts Holdings, Inc., a Delaware corporation and the direct parent of Holdings (“IRH”), and IRH will contribute the Capital Stock of Intrawest ULC and US Holdings to Holdings, which will contribute such Capital Stock to the Borrower; and (ii) the Third Lien Subordinated Loan Documents, the Fourth Lien Subordinated Loan Documents and the Sponsor Loan Documents (in each case, as defined in the Existing First Lien Credit Agreement referred to below) will be modified to release all Intrawest Group Members as obligors, guarantors and pledgors with respect to the obligations thereunder, or such obligations will be exchanged for equity and cancelled, modified and contributed to Intrawest ULC and US Holdings (the “Subordinated Debt Refinancing”);

WHEREAS, the Lenders have agreed to extend certain credit facilities to the Borrower, in an aggregate principal amount not to exceed $620,000,000, consisting of $540,000,000 aggregate principal amount of Initial Term Loans (the “Term Loan Facility”), up to $25,000,000 aggregate principal amount of Revolving Commitments (the “Revolving Facility”) and up to $55,000,000 aggregate principal amount of LC Facility Commitments (the “LC Facility”);

WHEREAS, the proceeds of the Initial Term Loans, together with cash on hand and cash contributed down from Intrawest Cayman L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“New Cayman LP”), will be used (A) to refinance or retire all indebtedness outstanding under (i) that certain First Lien Credit Agreement, dated as of December 4, 2012 (the “Existing First Lien Credit Agreement”), as amended, restated, supplemented or otherwise modified prior to the Closing Date, by and among New Cayman LP, Intrawest Holdings S.à r.l., Wintergames Travel L.P., IEH, US Holdings, Intrawest ULC, Steamboat Acquisition LLC, the lenders from time to time party thereto, Goldman Sachs Lending Partners LLC, as administrative agent and as swing line lender, and Goldman Sachs Bank USA, as issuing bank, and (ii) that certain Second Lien Credit Agreement, dated as of December 4, 2012 (the “Existing Second Lien Credit Agreement,” and together with the Existing First Lien Credit Agreement, the “Existing Credit Facilities”), as amended, restated, supplemented or otherwise modified prior to the Closing Date, by and among New Cayman LP, Intrawest Holdings S.à r.l., Wintergames Travel L.P., IEH, US Holdings, Intrawest ULC, Steamboat Acquisition LLC, the lenders from time to time party thereto, and Goldman Sachs Lending Partners LLC, as administrative agent, and (B) to pay fees, commissions and expenses in connection with the Facilities and the refinancing of the Existing Credit Facilities;

1

WHEREAS, amounts available under the Revolving Facility will be used (A) for capital expenditures and permitted acquisitions, investments and restricted payments, (B) to provide for the ongoing working capital requirements of the Borrower and its subsidiaries, (C) for general corporate purposes and (D) for the issuance of (or to provide credit support for) letters of credit; and

WHEREAS, the LC Facility will be used solely for the issuance of (or to provide credit support for) letters of credit.

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the parties hereto agree as follows:

Section 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Accounting Change”: as defined in Section 9.15.

“Acquisition”: as to any Person, the acquisition by such Person of (a) Capital Stock of any other Person if, after giving effect to the acquisition of such Capital Stock, such other Person would be a Subsidiary (including an Unrestricted Subsidiary), and (b) any other Property of any other Person.

“Acquisition Consideration”: the aggregate consideration paid by any Intrawest Group Member in exchange for, as part of or in connection with any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise, in each case, other than (x) the proceeds of any Non-Recourse Acquisition Indebtedness and (y) consideration in the form of Capital Stock (other than Disqualified Capital Stock) of Holdings, IRH or any other direct or indirect parent of Holdings, or the proceeds that are received from any issuance of such Capital Stock (other than Disqualified Capital Stock) and contributed to Holdings, to the extent Not Otherwise Applied.

2

“Adjusted Eurodollar Rate”: for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by the Administrative Agent to be the London interbank offered rate administered by the British Bankers Association (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars displayed on page LIBOR01 of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) is not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by JPMorgan Chase Bank, N.A. for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of the Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement; provided, however, that notwithstanding the foregoing, the Adjusted Eurodollar Rate with respect to Initial Term Loans shall at no time be less than 1.0% per annum.

“Administrative Agent”: as defined in the preamble hereto.

“Affected Lender”: as defined in Section 2.19(b).

“Affected Loans”: as defined in Section 2.19(b).

“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Affiliated Lender”: as defined in Section 9.6(d).

“Affiliated Lender Assignment and Acceptance”: an agreement substantially in the form of Exhibit C-2.

“Affiliated Loan Fund”: any Affiliated Lender that is a bona fide debt fund or an investment vehicle that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business (i) whose managers have fiduciary duties to the investors of such fund independent of their fiduciary duties to the investors in the Fortress/Grove Funds and (ii) which none of the Fortress/Grove Funds nor any other private equity, real estate or alternative investment funds or vehicles that are Affiliates of the Fortress/Grove Funds (and that are not engaged in making, purchasing, holding or investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course of business), directly or indirectly, possesses the power to direct or cause the direction of the investment policies of such entity.

“Agent”: the Administrative Agent, any Deed of Trust Trustee and any other Person appointed under the Loan Documents to serve in an agent or similar capacity, including any Auction Manager.

3

“Aggregate Amounts Due”: as defined in Section 2.18.

“Agreement”: this Credit Agreement.

“Agreement Currency”: as defined in Section 9.17(b).

“Alpine”: Alpine Helicopters Inc.

“ALTA”: American Land Title Association.

“Applicable Creditor”: as defined in Section 9.17(b).

“Applicable Leverage Ratio Level” means with respect to the last day of any Test Period ending on any date set forth below, the Total Secured Debt Leverage Ratio set forth below opposite such date:

Date	Total Secured Debt Leverage Ratio
March 31, 2014	7.75 to 1.00
June 30, 2014	7.75 to 1.00
September 30, 2014	7.50 to 1.00
December 31, 2014	7.50 to 1.00
March 31, 2015	6.75 to 1.00
June 30, 2015	6.75 to 1.00
September 30, 2015	6.75 to 1.00
December 31, 2015	6.75 to 1.00
March 31, 2016	6.25 to 1.00
June 30, 2016	6.25 to 1.00
September 30, 2016	6.25 to 1.00
December 31, 2016	6.25 to 1.00
March 31, 2017	5.50 to 1.00
June 30, 2017	5.50 to 1.00
September 30, 2017	5.50 to 1.00
December 31, 2017	5.25 to 1.00
March 31, 2018	4.50 to 1.00
June 30, 2018 and thereafter	4.50 to 1.00

“Applicable Margin”: (i) with respect to Initial Term Loans, a rate per annum equal to (A) with respect to Base Rate Loans, 3.50%, and (B) with respect to Eurodollar Rate Loans, 4.50%; and (ii) with respect to Revolving Loans (A) from the Closing Date until the date of delivery of the Compliance Certificate and the financial statements for the period ending June 30, 2014, a percentage, per annum, determined by reference to the following table as if the Total Secured Debt Leverage Ratio then in effect were 4.50:1.00; and (B) thereafter, a percentage, per annum, determined by reference to the Total Secured Debt Leverage Ratio, calculated on a Pro Forma Basis, in effect from time to time as set forth below:

Total Secured Debt Leverage Ratio	Applicable Margin for Eurodollar Rate Loans	Applicable Margin for Base Rate Loans
> 4.50:1.00	4.50%	3.50%
< 4.50:1.00	4.25%	3.25%

4

No change in the Applicable Margin for Revolving Loans shall be effective until three Business Days after the date on which the Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.2(a) calculating the Total Secured Debt Leverage Ratio. At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 5.2(a), the Applicable Margin for Revolving Loans shall be determined as if the Total Secured Debt Leverage Ratio were in excess of 4.50:1.00. Within one Business Day of receipt of the applicable information under Section 5.2(a), the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin for Revolving Loans in effect from such date. In the event that the Compliance Certificate delivered pursuant to Section 5.2(a) is shown to be inaccurate (at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than indemnities and other contingent obligations not yet due and payable)), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for Revolving Loans for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (x) the Borrower shall immediately deliver to the Administrative Agent a correct certificate required by Section 5.2(a) for such Applicable Period, (y) the Applicable Margin for Revolving Loans shall be determined as if the Total Secured Debt Leverage Ratio were in excess of 4.50:1.00 and (z) the Borrower shall immediately pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period. Nothing in this paragraph shall limit the right of the Administrative Agent or any Lender under Section 2.11 or Section 8. The Applicable Margin for any other Class of Loans shall be as set forth in the applicable Extension Amendment, Refinancing Amendment or Incremental Amendment.

“Applicable Reserve Requirement”: at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

5

“Arrangers”: Goldman Sachs Lending Partners LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacities as joint lead arrangers and joint lead bookrunners.

“Asset Sale”: any Disposition of Property or series of substantially related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b) (except in reference to Section 6.4(c), unless such Disposition is to the Borrower or any Subsidiary), (c), (d), (e), (g), (h), (i), (j), (k), (m), (o), (p), (q), (r), (s) or (t) of Section 6.5) which yields gross proceeds to any Intrawest Group Member (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $250,000.

“Asset Sale Threshold Amount”: as defined in Section 2.15(a).

“Assignee”: as defined in Section 9.6(c).

“Assignment and Acceptance”: an agreement substantially in the form of Exhibit C-1 or, in the case of an assignment to an Affiliated Lender, an Affiliated Lender Assignment and Acceptance.

“Assignor”: as defined in Section 9.6(c).

“Auction”: as defined in Section 9.6(i).

“Auction Manager”: the Administrative Agent or one or more other financial institutions or advisors employed by the Borrower to act as arrangers for any Auction.

“Available Amount”: on any date an amount equal to:

(a) the sum of: (i) the Available ECF Amount on such date, plus (ii) the cumulative proceeds from (A) any capital contribution to Holdings made on or prior to such date (but after the Closing Date) or (B) any issuance of Capital Stock (other than Disqualified Capital Stock) of Holdings made on or prior to such date (but after the Closing Date), plus (iii) the cumulative Net Cash Proceeds received on or prior to such date (but after the Closing Date) in connection with a Disposition of the Capital Stock of any Unrestricted Subsidiary of the Borrower; minus

(b) the aggregate amount of (i) Restricted Payments made prior to such date (but after the Closing Date) pursuant to Section 6.6(i), (ii) Voluntary Prepayments made prior to such date (but after the Closing Date) pursuant to Section 6.9(a)(i) or (iii) Investments made prior to such date (but after the Closing Date) pursuant to Section 6.8(p).

“Available ECF Amount”: on any date an amount equal to the cumulative amount of the ECF Annual Builder Basket Amount determined for each Excess Cash Flow Determination Date concluded on or prior to such date.

6

“Base Rate”: for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (iii) the sum of (a) the Adjusted Eurodollar Rate (after giving effect to any Adjusted Eurodollar Rate “floor”) that would be payable on such day for a Eurodollar Rate Loan with a one-month interest period plus (b) the difference between the Applicable Margin for Eurodollar Rate Loans and the Applicable Margin for Base Rate Loans; provided, however, that notwithstanding the foregoing, the Base Rate with respect to Initial Term Loans shall at no time be less than 2.0% per annum. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Eurodollar Rate, respectively.

“Base Rate Loans”: Loans for which the applicable rate of interest is based on the Base Rate.

“Benefited Lender”: as defined in Section 9.7(a).

“Blue Mountain”: Blue Mountain Resorts Limited, an Ontario corporation.

“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”: as defined in the preamble hereto; provided that, “Borrower” shall refer to a Successor Borrower upon consummation of any transaction described in Section 6.4(a)(i)(y).

“Borrower Loan Purchase”: as defined in Section 9.6(i).

“Borrower Loan Purchase Effective Date”: as defined in Section 9.6(i).

“Borrower Obligations”: the collective reference to the unpaid principal of and interest on the Loans, and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided herein after the maturity of the Loans and interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy (or which, but for the filing of such petition, would be accruing), or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to any Agent, any Issuing Bank, any Lender or any Lender Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under, out of, or in connection with, this Agreement, the Security Agreement, the Guarantee Agreement, any Letter of Credit including, without limitation, any Existing Letter of Credit listed on Schedule 1.1B hereof, regardless of whether the Borrower is the applicant with respect thereto, or the other Loan Documents, any Hedge Agreement or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, excluding, in each case, Excluded Swap Obligations.

7

“Business Day”: (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Canadian Dollars” and “C$”: dollars in lawful currency of Canada.

“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person during such period that, in accordance with GAAP, are or should be included in the calculation of “additions to property, plant or equipment” or similar items in the statement of cash flows of such Person.

“Capital Lease”: any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet under GAAP; provided that if at any time an operating lease (or a lease or other arrangement to use property that would be an operating lease under GAAP as in effect on the Closing Date) is required to be recharacterized as a capital lease as a result of a change in GAAP after the Closing Date (including as a result of the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal), then for all purposes hereof such lease shall continue to be treated as an operating lease and not a Capital Lease.

“Capital Lease Obligations”: with respect to any Person, the obligations of such Person to pay rent or other amounts under any Capital Lease and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but excluding debt convertible or exchangeable into such capital stock or equivalent ownership interests.

“Cash Collateralize”: in respect of an Obligation, to provide and pledge (as a first priority perfected security interest) cash collateral (or, with respect to Letters of Credit outstanding at the time the aggregate Commitments are terminated and all other Obligations are paid in full (other than contingent obligations not yet due and payable), a backstop letter of credit reasonably acceptable to the Issuing Bank) in Dollars, at a location and pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Bank (and “Cash Collateralization” has a corresponding meaning). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

8

“Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or Canadian government or issued by any agency thereof and backed by the full faith and credit of the United States or Canada, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of (x) the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000 as of the date of acquisition thereof or (y) Canada having combined capital and surplus of not less than C$2,000,000,000 as of the date of acquisition thereof; (c) commercial paper of an issuer rated (i) in the United States at least A-2 by Standard & Poor’s Ratings Services (“S&P”) or P-2 by Moody’s Investors Service, Inc. (“Moody’s”) as of the date of acquisition thereof, (ii) in Canada “A-1 low” or better by S&P or P-2 or better by Moody’s as of the date of acquisition thereof, or (iii) an equivalent thereof by any other nationally recognized rating agency as of the date of acquisition thereof, if both named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, province, commonwealth or territory of the United States or Canada, by any political subdivision or taxing authority of any such state, province, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s as of the date of acquisition thereof; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest in assets substantially all of which satisfy the requirements of clauses (a) through (f) of this definition. With respect to any Investments made by any Foreign Subsidiary or any Investments made in a country outside of the United States, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (g) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses (or reasonably equivalent ratings from comparable foreign rating agencies) and (ii) other short-term investments used by such Foreign Subsidiaries in accordance with normal investment practices for cash management in investments reasonably analogous to the foregoing investments described in clauses (a) through (g) above and in this sentence.

“Change of Control”: the occurrence of any of the following events: (i) the acquisition by any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934, as in effect on the Closing Date), other than any combination of the Permitted Investors, shall have acquired beneficial ownership of more than 50% of the Capital Stock of IRH having the power, directly or indirectly, to vote or direct the voting of securities having the voting power for the election of directors of IRH (determined on a fully diluted basis); (ii) the board of directors of IRH shall cease to consist of a majority of Continuing Directors; (iii) subject to outstanding Management Equity and the issuance of additional Management Equity, IRH shall cease to own and control, of record and beneficially, directly or indirectly in the aggregate, 100% of each class of outstanding Capital Stock of Holdings (except in the case of a merger of Holdings with and into IRH where IRH is the continuing or surviving entity to the extent permitted under Section 6.4(a)); or (iv) subject to outstanding Management Equity and the issuance of additional Management Equity, Holdings shall cease to own and control, of record and beneficially, directly or indirectly in the aggregate, 100% of each class of outstanding Capital Stock of the Borrower, free and clear of all Liens (except Liens created by the Security Documents, other Liens permitted by Section 6.3(q) and Liens created by mandatory law).

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“Class”: (i) with respect to Lenders, Lenders having Loans or Commitments with respect to a particular Class of Loans or Commitments; (ii) with respect to Loans, each of the following classes of Loans having different terms and conditions: (a) Initial Term Loans, (b) each tranche of Incremental Term Loans, (c) each series of Replacement Term Loans, (d) Revolving Loans (including Swing Line Loans) and (e) Loans made under each series of Replacement Revolver Commitments; and (iii) with respect to Commitments, each of the following classes of Commitments having different terms and conditions: (a) Initial Term Loan Commitments, (b) Commitments with respect to each tranche of Incremental Term Loans, (c) Commitments with respect to each series of Replacement Term Loans, (d) Revolving Commitments, (e) each series of Replacement Revolver Commitments, (f) LC Facility Commitments and (g) each series of Replacement LC Commitments. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class. After giving effect to any Extension, the Loans and Commitments, as applicable, so extended shall cease to be a part of the Class they were a part of immediately prior to such Extension and shall be a new Class hereunder.

“Closing Date”: the date on which the Initial Term Loans are made.

“Closing Date Mortgaged Property”: as defined in Section 4.1(k).

“Club Intrawest”: the private resort club that is a non-profit, non-stock company incorporated under the laws of Delaware, which club gives members the right to use resort accommodations in any of the resorts in which Club Intrawest owns property using annual allotments of resort points given to its members.

“Club Intrawest Business”: the portfolio of Club Intrawest receivables due from members relating to the sale of membership points.

“Code”: the Internal Revenue Code of 1986.

“Collateral”: all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment”: any Revolving Commitment, Replacement Revolving Commitment, LC Facility Commitment, Replacement LC Commitment, Initial Term Loan Commitment, commitments with respect to each tranche of Incremental Term Loans and commitments with respect to each series of Replacement Term Loans, in each case, whether or not subject to an Extension.

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“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Commonly Controlled Entity”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001(a)(14) of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“Compliance Certificate”: a certificate duly executed by a Responsible Officer of the Borrower, substantially in the form of Exhibit A.

“Consolidated Current Assets”: as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents.

“Consolidated Current Liabilities”: as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

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“Consolidated EBITDA”: of any Person for any period, Consolidated Net Income of such Person for such period plus, without duplication and to the extent reflected as a charge in Consolidated Net Income for such period, the sum of (a) provision for taxes based on income, profits or capital gains, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations), (b) interest expense, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, plus all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Capital Stock, (c) depreciation and amortization expense, (d) [reserved], (e) any extraordinary, unusual or non-recurring losses or non-cash expenses (including, for the avoidance of doubt, losses on sales of assets or investments outside of the ordinary course of business), and non-cash impairments of goodwill, intangibles, fixed assets, land and land held for development, (f) expenses associated with legacy real estate activities, including litigation expenses, in an aggregate amount not to exceed $10,000,000 for any Test Period, plus losses on sales of real property for such period and settlements and judgments relating to such development business for such period, (g) any other non-cash charges (including, for the avoidance of doubt, equity incentive plans to the extent not paid in cash and unrealized foreign exchange losses attributable to currency translation), (h) any charges or expenses associated with administering or selling Property no longer used or useful in the business subject to a Disposition in an aggregate amount not to exceed $1,500,000 for any Test Period, (i) any fees, expenses or charges incurred with respect to the Transactions or any Indebtedness permitted to be incurred hereunder, (j) the amount of any restructuring charges, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project, division or new line of business or other business optimization expenses, including, without limitation, costs associated with improvements to IT and accounting functions, integration and facilities opening costs and costs related to the closure and/or consolidation of facilities and operations including, without limitation, any severance costs and related expenses incurred or accrued with respect to workforce reduction efforts and other terminations of employment, in each case, to the extent management believes such charges, expenses or costs are not representative of the underlying performance of the ongoing operations; provided that (A) the aggregate amount of all Restructuring/Cost Savings Adjustments added back pursuant to this clause (j), when added to the aggregate amount of all Restructuring/Cost Savings Adjustments added back pursuant to clause (b) of the definition of “Pro Forma Basis” for any Test Period, shall not exceed 15% of Consolidated EBITDA of the Intrawest Group Members for such Test Period (calculated prior to giving effect to any Restructuring/Cost Savings Adjustments in such Test Period) and (B) with respect to any Test Period, no adjustments shall be added pursuant to this clause (j) to the extent duplicative of any other Restructuring/Cost Savings Adjustments, (k) any payments under the WPRA Lease that are considered operating expenses under GAAP in an aggregate amount not to exceed $4,000,000 for any Test Period, (l) any fees, expenses or charges related to any equity offering (including any equity offering by IRH), Investment, Acquisition (including Permitted Acquisitions) or Disposition, in each case whether or not successful or consummated, (m) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement (in each case, including with respect to IRH), (n) any net loss from disposed, abandoned or discontinued operations or operations that management is winding down and (o) the amount of any directors’ fees or reimbursements (including fees and reimbursements of directors of IRH), minus, to the extent included in Consolidated Net Income for such period, the sum of (a) interest income on a consolidated basis, except income arising from (1) receivables attributable to the sale to the public of membership, resort points and other interests in Club Intrawest and (2) the direct or indirect sale of such receivables in connection with the financing thereof, (b) any extraordinary, unusual or non-recurring income or gains (including, for the avoidance of doubt, any cash or non-cash income or gains from the sales of assets or investments outside of the ordinary course of business), ), (c) real estate development business income or gains (including, without limitation, gains from litigation settlements relating to such development business) and income or gains on sales of real property for such period (excluding, in each case, revenue from the real estate brokerage business of the Intrawest Group Members), (d) any other non-cash income or gains (including, for the avoidance of doubt, unrealized foreign exchange gains attributable to currency translation), (e) any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income and (f) any net income from disposed, abandoned or discontinued operations, all as determined on a consolidated basis.

Consolidated EBITDA for any period shall include, without duplication, the Consolidated EBITDA for such period of each of (i) Blue Mountain, (ii) Chateau M.T. Inc., (iii) MHM, (iv) any other Person designated by management that is accounted for by the equity method of accounting and (v) Alpine, but, in each case, only in an amount equal to the Borrower’s pro rata share thereof based on its direct or indirect percentage ownership interest in such Person. To the extent an ownership change occurs during such period, effect shall be given to such ownership change on a pro forma basis during such period.

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“Consolidated Excess Cash Flow”: with respect to Intrawest Group Members, for any four fiscal quarter period (the “Applicable Period”), an amount (if positive) equal to Consolidated Net Income, plus, without duplication:

(a) non-cash charges, losses and expenses, including non-cash interest expense, depreciation, amortization, impairment charges and other write-offs for the Applicable Period to the extent deducted from Consolidated Net Income for such period (excluding any such non-cash charge, loss or expense to the extent that it represents an accrual or reserve for an expected cash payment obligation within the four fiscal quarter period following the Applicable Period),

(b) any cash proceeds received in an Applicable Period that would have been included in the exclusion in clause (a) above for the four fiscal quarter period immediately preceding the Applicable Period, and

(c) the Consolidated Working Capital Adjustment for the Applicable Period (other than any such amount arising from Acquisitions or Dispositions by any Intrawest Group Member completed during such period or the application of purchase accounting),

minus, without duplication and to the extent not deducted in the calculation of Consolidated Net Income for the Applicable Period, the amounts for the Applicable Period of:

(d) prepayments or repayments of Indebtedness for borrowed money, together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith (excluding (i) repayments of revolving loans (other than Revolving Loans or Swing Line Loans) except to the extent the revolving commitments associated therewith are permanently reduced in connection with such repayments, (ii) voluntary prepayments of Term Loans and (iii) any prepayments or repayments funded with Net Cash Proceeds of any borrowing or issuance of Indebtedness for borrowed money, capital contributions to any Intrawest Group Member by any Person that is not an Intrawest Group Member (including from the sale of Capital Stock of IRH contributed to Holdings), or net cash proceeds from sales of Capital Stock of any Intrawest Group Member to any Person that is not an Intrawest Group Member (collectively, “Financing Proceeds”)),

(e) cash payments under Capital Leases (excluding any interest expense portion thereof) or other long-term obligations (including pension obligations), together with the aggregate amount of any premiums, make-whole payments or penalties paid in cash and required to be made in connection with any such prepayment or repayment (excluding prepayments funded with Financing Proceeds);

(f) cash payments in respect of Capital Expenditures, excluding payments funded with Financing Proceeds,

(g) cash income tax expense,

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(h) cash payments in respect of Investments made pursuant to Sections 6.8(k), 6.8(o) or 6.8(r) (less, in each case, any amounts received in respect thereof as a return of capital), excluding payments funded with Financing Proceeds,

(i) non-cash income or gains increasing Consolidated Net Income for the Applicable Period,

(j) after-tax gains attributable to Asset Sales to the extent the proceeds of any such Asset Sale are included in the Asset Sale Threshold Amount; and

(k) any cash actually paid in respect of any non-cash losses or charges recorded in a prior period.

“Consolidated Net Income”: of any Intrawest Group Member(s) for any period, the consolidated net income (or loss) of such Intrawest Group Member(s) for such period, determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of the Intrawest Group Members for any period, there shall be excluded (a) the income (or deficit) of any Person that was not a Subsidiary of an Intrawest Group Member that accrued prior to the date it becomes a Subsidiary of an Intrawest Group Member or is merged into or consolidated with any Intrawest Group Member, (b) the income (or deficit) of any Person (other than a Subsidiary of an Intrawest Group Member) in which any Intrawest Group Member has an ownership interest, except to the extent that any such income is actually received by an Intrawest Group Member in the form of dividends or similar distributions and (c) the undistributed earnings of any non-Wholly-Owned Subsidiary of any Intrawest Group Member (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions by such non-Wholly-Owned Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such non-Wholly-Owned Subsidiary.

“Consolidated Working Capital”: as at any date of determination, the excess of Consolidated Current Assets of Holdings and its Subsidiaries over Consolidated Current Liabilities of Holdings and its Subsidiaries.

“Consolidated Working Capital Adjustment”: for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any Permitted Acquisition during such period; provided that there shall be included with respect to any Permitted Acquisition during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such Permitted Acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.

“Construction Related Indebtedness”: Indebtedness incurred to finance construction of improvements with respect to specific real estate and which is secured by such real estate.

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“Continuing Directors”: with respect to IRH, the directors of IRH on the Closing Date, and each other director of Holdings, if such other director’s nomination for election to the board of directors of IRH is recommended by or approved by a vote of at least a majority of the then Continuing Directors of IRH or such other director receives the vote of the Permitted Investors in his or her election by the shareholders of IRH. No “independent director” (as described in Section 303A.02(b) of the New York Stock Exchange Listing Company Manual) of Holdings as of the Closing Date shall be counted in determining “Continuing Directors.”

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound (but not including such agreements, instruments or other undertakings relating to Indebtedness of such Person).

“Control Investment Affiliate”: as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) exists primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Conversion/Continuation Date”: the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice”: a Conversion/Continuation Notice substantially in the form of Exhibit G-2.

“Credit Agreement Refinancing Indebtedness”: (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the Extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, any Loans or Commitments hereunder or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Credit Agreement Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a weighted average life to maturity equal to or greater, than the Refinanced Credit Agreement Debt, (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Credit Agreement Debt plus accrued interest, fees, premiums (if any) and penalties thereon and fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, premiums, fees, rate floors and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Credit Agreement Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Credit Agreement Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, and all commitments thereunder terminated, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained or, if such Refinanced Credit Agreement Debt consists of notes, irrevocable notice of redemption shall have been delivered with respect thereto and such redemption shall occur within 45 days.

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“Credit Date”: the date of a Credit Extension.

“Credit Extension”: the making of a Loan or the issuing of a Letter of Credit.

“Cure Amount”: as defined in Section 7.3(a).

“Cure Right”: as defined in Section 7.3(a).

“Debtor Relief Laws”: the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Deed of Trust Trustee”: a Person acting as the trustee under any Mortgage.

“Default”: any of the events specified in Section 7.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Defaulting Lender”: subject to Section 2.23(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the applicable Issuing Bank, Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the applicable Issuing Bank or Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent, the Borrower or the applicable Issuing Bank, to confirm in writing to the Administrative Agent, the Borrower or the applicable Issuing Bank that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent, the Borrower and the applicable Issuing Bank), or (d) the Administrative Agent has received notification that such Lender is, or has a direct or indirect parent company that is (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors or (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.23(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

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“Designated Non-Cash Consideration”: the fair market value (as determined in good faith by a Responsible Officer) of non-cash consideration received by an Intrawest Group Member in connection with a Disposition that is so designated as “Designated Non-Cash Consideration” pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer, exchange or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Assignee”: any Person listed on Schedule 1.1H or any of such Person’s Affiliates that share a common name, which Schedule may be updated from time to time by the Borrower to add or remove competitors.

“Disqualified Capital Stock”: any Capital Stock which, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (i) matures or is mandatorily redeemable (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, merger, consolidation, amalgamation, liquidation or asset sale (collectively, a “Fundamental Change”) so long as any rights of the holders thereof upon the occurrence of such Fundamental Change shall be subject to the satisfaction of the Termination Conditions), (ii) is redeemable at the option of the holder thereof (other than solely for Capital Stock which is not otherwise Disqualified Capital Stock), in whole or in part (except as a result of a Fundamental Change so long as any rights of the holders thereof upon the occurrence of such Fundamental Change shall be subject to the satisfaction of the Termination Conditions), (iii) provides for the scheduled payments or dividends in cash, or (iv) is or becomes convertible into or exchangeable for Indebtedness (other than Indebtedness permitted pursuant to Section 6.2(p)) or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is 91 days after the Latest Maturity Date then in effect.

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“Dollar Equivalent”: on any date, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to any amount denominated in Canadian Dollars, the equivalent amount in Dollars as determined by the Administrative Agent or the Issuing Bank, as applicable, on such date on the basis of the Exchange Rate for the purchase of Dollars with such Canadian Dollars on such date.

“Dollars” and “$”: dollars in lawful currency of the United States of America.

“Domestic Subsidiary”: any Subsidiary organized under the Laws of the United States of America, any state thereof or the District of Columbia.

“ECF Annual Builder Basket”: an amount, measured as of any Excess Cash Determination Date, commencing with November 30, 2014, equal to the lesser of (i)(A) 100% minus the ECF Percentage, multiplied by (B) Consolidated Excess Cash Flow for the most recently ended four-fiscal quarter period of Holdings ending on September 30 and (ii) Excess Cash.

“ECF Percentage”: a percentage equal to (i) initially, 50%, (ii) if at any time the Total Secured Debt Leverage Ratio, calculated on a Pro Forma Basis, is less than or equal to 4.50:1.00, then (unless clause (iii) is applicable), 25%, and (iii) if at any time the Total Secured Debt Leverage Ratio, calculated on a Pro Forma Basis, is less than or equal to 3.75:1.00, then 0%.

“Eligible Collateral Property”: as defined in Section 5.10(e).

“Environment”: ambient air, indoor air, surface water, drinking water, groundwater, land surface, subsurface strata, sediments and natural resources such as wetlands, flora and fauna.

“Environmental Claim”: any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order, or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with the presence, Release of, or exposure to, any Hazardous Materials; or (iii) in connection with any actual or alleged damage, injury, threat, or harm to health, safety, or the Environment.

“Environmental Laws”: any and all Laws regulating, relating to or imposing liability or standards of conduct concerning protection or regulation of the Environment, human health or employee health and safety, as has been, is now, or may at any time hereafter be, in effect and including, without limitation, the common law insofar as it relates to any of the foregoing.

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“Environmental Permits”: any and all Permits required under, or issued pursuant to, any Environmental Law and including, without limitation, the common law insofar as it relates to any of the foregoing.

“ERISA”: the Employee Retirement Income Security Act of 1974.

“Eurodollar Rate Loan”: a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default”: any of the events specified in Section 7.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Excess Cash”: on any Excess Cash Determination Date, the amount of Total Cash on such date in excess of $40,000,000 (or such lower amount as the Borrower may determine from time to time).

“Excess Cash Determination Date”: November 30 of each year, commencing with November 30, 2014.

“Excess Cash Flow Application Date”: the date that is 90 days after the applicable Excess Cash Determination Date.

“Excess Cash Flow Prepayment Amount”: an amount, measured as of any Excess Cash Determination Date, commencing with November 30, 2014, equal to the lesser of (i) the ECF Percentage multiplied by Consolidated Excess Cash Flow for the most recently ended four fiscal quarter period of Holdings ending on September 30, and (ii) Excess Cash.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Rate”: on any Business Day, in connection with an amount denominated in Canadian Dollars, the spot selling rate of exchange at which Canadian Dollars may be exchanged into any other currency, as set forth at approximately 11:00 A.M. (New York City time) on such Business Day on the Reuters World Currency Page for Canadian Dollars. In the event that such rate does not appear on any Reuters World Currency Page at such time, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the spot selling rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of Canadian Dollars are then being conducted, at or about 11:00 A.M. (New York City time) on such Business Day at which Canadian Dollars may be exchanged into any other currency; provided that if at the time of any such determination, for any reason, no such spot selling rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate in good faith to determine such spot selling rate, and such determination shall be presumed correct absent manifest error.

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“Excluded Information”: information regarding the Term Loans or the applicable Loan Parties hereunder that is not known to a Lender participating in an assignment to an Affiliated Lender pursuant to Section 9.6(d) or in a Borrower Loan Purchase made pursuant to Section 9.6(i) that may be material to a decision by such Lender to participate in such Borrower Loan Purchase, assignment to such Affiliated Lender or such assignment by an Affiliated Lender, as applicable.

“Excluded Subsidiary”: each Subsidiary as of the Closing Date that is listed on Part II of Schedule 3.22 and each other Subsidiary subject to any Contractual Obligation existing as of the Closing Date (or, with respect to any Person which becomes a Subsidiary after the Closing Date, existing at the time such Person becomes a Subsidiary) or Law restricting or limiting the ability of such Subsidiary from guaranteeing any portion of the Obligations.

“Excluded Swap Obligations”: with respect to any Guarantor, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act.

“Existing Credit Facilities”: as defined in the recitals hereto.

“Existing First Lien Credit Agreement”: as defined in the recitals hereto.

“Existing Letters of Credit”: the Letters of Credit identified on Schedule 1.1B hereto.

“Existing Second Lien Credit Agreement”: as defined in the recitals hereto.

“Extended Maturity Date”: as defined in Section 2.25(a).

“Extension”: as defined in Section 2.25(a).

“Extension Amendment”: as defined in Section 2.25(e).

“Extension Offer”: as defined in Section 2.25(a).

“Facility”: the Term Loan Facility, the Revolving Facility, the LC Facility or any other given Class of Loans or Commitments.

“FATCA”: as defined in Section 2.21(a).

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“Federal Funds Effective Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Financial Covenant Event of Default”: as defined in Section 7.1(c).

“Foreign Employee Benefit Plan”: any employee benefit plan as defined in section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Intrawest Group Members, but which is not covered by ERISA pursuant to ERISA section 4(b)(4).

“Foreign Subsidiary”: any Subsidiary other than a Domestic Subsidiary.

“Fortress Funds”: each of the entities listed on Schedule 1.1F hereto.

“Fortress/Grove Funds”: a reference to the Fortress Funds and/or the Grove Funds, individually or collectively, and their Control Investment Affiliates.

“Fronting Exposure”: (a) with respect to any Defaulting Lender, such Defaulting Lender’s Pro Rata Share of the outstanding Obligations with respect to Letters of Credit issued by the Issuing Bank other than such Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) otherwise with respect to any Letters of Credit, the maximum aggregate amount (or, if applicable, the Dollar Equivalent) which is, or at any time thereafter may become, available for drawing under such Letters of Credit.

“Funding Notice”: a notice substantially in the form of Exhibit G-1.

“GAAP”: generally accepted accounting principles in the United States of America as in effect from time to time.

“Goldman Sachs”: as defined in the preamble hereto.

“Governmental Authority”: any federal, state, provincial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Granting Lender”: as defined in Section 9.6(g).

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“Grantors”: the collective reference to Holdings, the Borrower and the Subsidiary Guarantors, together with any other Person that grants a Lien on any of its Property to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Grove Funds”: collectively, the private equity funds managed by Grove International Partners set forth on Schedule 1.1E.

“Guarantee Agreements”: collectively, (i) the Guarantee Agreement, dated as of Closing Date, made by each of the signatories thereto, in favor of the Administrative Agent for the benefit of the Secured Parties and governed by the Laws of the State of New York, and (ii) any such other guarantee made in favor of the Administrative Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business, indemnification obligations incurred in the ordinary course of business or obligations in respect of indemnification, purchase price adjustments and earnouts incurred in connection with Permitted Acquisitions and Dispositions permitted under Section 6.5. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantor Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor which arise under or in connection with the Guarantee Agreement or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, excluding, in each case, Excluded Swap Obligations.

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“Guarantors”: the collective reference to Holdings and the Subsidiary Guarantors, together with any other Subsidiary of Holdings or the Borrower or any direct or indirect parent of Holdings added as a Guarantor at the election of the Borrower or pursuant to Section 5.10.

“Hazardous Materials”: any material, substance, chemical, or waste (or combination thereof) that (i) is listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, or words of similar meaning or effect under any Environmental Law; or (ii) can form the basis of any liability under any Environmental Law, including, without limitation, any Environmental Law relating to petroleum, petroleum products, asbestos, urea formaldehyde, radioactive materials, polychlorinated biphenyls (“PCBs”) and toxic mold.

“Hedge Agreements”: all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements entered into by the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates, currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Helicopter Business”: the assets of Alpine, Alpine Aerotech Ltd. and Canadian Mountain Holidays Inc., any Subsidiary thereof, any Intrawest Group Member that is the transferee of such assets, or any successor to any of the foregoing, and, if not owned, controlled or managed by any of the foregoing Persons, the aircraft and related assets used in the business of any of the foregoing Persons.

“Holdings”: as defined in the preamble hereto; provided that “Holdings” shall refer to a Successor Holdings upon the consummation of any transaction described in Section 6.4(a)(iv)(y).

“Immaterial Subsidiary”: any Subsidiary of Holdings (other than the Borrower) that is not a Subsidiary Guarantor or an Excluded Subsidiary and, as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 5.1, has consolidated assets with a book value of $5,000,000 or less. The Immaterial Subsidiaries as of the Closing Date are listed on Part I of Schedule 3.22.

“Increased-Cost Lender”: as defined in Section 2.24.

“Incremental Amendment”: as defined in Section 2.27(c).

“Incremental Amount”: at any time, the sum of (i) $100,000,000, plus (ii) an amount of additional Incremental Term Loans or Incremental Equivalent Debt such that, after giving effect to the incurrence of such Incremental Term Loans or Incremental Equivalent Debt pursuant to this clause (ii), the Intrawest Group Members shall be in Pro Forma Compliance with a Total Secured Debt Leverage Ratio (treating any unsecured Indebtedness incurred under Section 2.27(a) as secured Indebtedness for purposes of calculating the Total Secured Debt Leverage Ratio) of not more than 4.50:1.00.

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“Incremental Equivalent Debt”: one or more series of senior unsecured notes or senior secured first lien notes or senior secured junior lien notes, in each case issued in a public offering or pursuant to Rule 144A of the Securities Act of 1933 or any other private placement or any other exempt transaction, pursuant to an indenture, credit agreement or otherwise; provided that (i) such Incremental Equivalent Debt shall not be issued or guaranteed by any Person other than a Loan Party or a Person who becomes a Loan Party contemporaneously with the issuance of such Incremental Equivalent Debt, (ii) in the case of Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by a Lien on any asset of the Intrawest Group Members other than any asset constituting Collateral, (iii) if such Incremental Equivalent Debt is secured, the security documents relating to such Incremental Equivalent Debt shall be in substantially the same form as the equivalent Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (iv) if such Incremental Equivalent Debt is secured, then such Incremental Equivalent shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, and (v) the documentation with respect to such Incremental Equivalent Debt that is secured pari passu with the Obligations shall provide that such Incremental Equivalent Debt shall share ratably in any prepayments of the Term Loans unless the lenders providing such Incremental Equivalent Debt elect lesser payments.

“Incremental Term Loans”: as defined in Section 2.27(a).

“Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) accounts payable and accrued expenses incurred in the ordinary course of such Person’s business, (ii) purchase price adjustment, earn-outs, holdbacks and contingent payment obligations to which the seller of such Property or services may become entitled; provided that, to the extent such payment is fixed and determinable and not otherwise contingent, the amount is paid within 90 days after the date such payment becomes fixed and determinable and not otherwise contingent and (iii) obligations incurred under ERISA or deferred employee or director compensation and accruals for employee expenses or obligations (including workers’ compensation and retiree medical care)), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person, (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Disqualified Capital Stock of such Person; provided that, the obligations described in clauses (a) through (g) shall only constitute “Indebtedness” of a Person if and to the extent such obligations would constitute indebtedness or a liability on a balance sheet of such Person (or related footnotes) in accordance with GAAP, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation and (j) for the purposes of Section 7.1(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. For purposes of clause (j) above, the principal amount of Indebtedness in respect of Hedge Agreements shall equal the amount that would be payable (giving effect to netting) at such time if such Hedge Agreement were terminated.

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“Indemnified Liabilities”: as defined in Section 9.5(a).

“Indemnitee”: as defined in Section 9.5(a).

“Information”: as defined in Section 9.14.

“Initial Term Loan”: a Loan made by a Lender to the Borrower pursuant to Section 2.1(a).

“Initial Term Loan Commitment”: the commitment of a Lender to make or otherwise fund a Initial Term Loan and “Initial Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Initial Term Loan Commitment, if any, is set forth on Schedule 1.1A or in the applicable Assignment and Acceptance, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Initial Term Loan Commitments as of the Closing Date is $540,000,000.

“Insolvency”: with respect to any Multiemployer Plan, the condition that such “plan” is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”: pertaining to a condition of Insolvency.

“Installment”: as defined in Section 2.13.

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, patents, trademarks, proprietary technology, proprietary know-how and proprietary processes, and all rights to sue at law or in equity for any infringement or other violation thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Debt Subordination Agreement”: that certain Intercompany Debt Subordination Agreement, dated as of the date hereof, among the Loan Parties, the Intrawest Group Members party thereto that are not Loan Parties and the Administrative Agent.

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“Interest Payment Date”: with respect to (i) any Loan that is a Base Rate Loan, the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period”: in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six-months, as selected by the Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of Term Loans shall extend beyond the Maturity Date; and (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date.

“Interest Rate Determination Date”: with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Intrawest Group Members”: Holdings, the Borrower and each Subsidiary of the Borrower; provided that if any direct or indirect parent of Holdings has been added as a Guarantor at the request of the Borrower, “Intrawest Group Members” shall include such direct or indirect parent of Holdings.

“Intrawest ULC”: as defined in the recitals hereto.

“Investments”: as to any Person, (a) the purchase or other acquisition of Capital Stock or debt or other securities of another Person, (b) a loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business and other than advances in the ordinary course of business that would be recorded as accounts receivable of such Person in accordance with GAAP) or capital contribution to, guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment outstanding at any time shall be the amount actually invested, reduced by any dividend, distribution, return of capital or repayment received by such Person in respect of the Investment, but otherwise without adjustment for subsequent increases or decreases in the value of, or write-ups, write-downs or write-offs with respect to, such Investment.

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“IRH”: as defined in the recitals hereto.

“Issuance Notice”: an Issuance Notice substantially in the form of Exhibit G-3.

“Issuing Bank”: (a) Goldman Sachs Bank USA and (b) each Lender that shall have become an Issuing Bank hereunder as provided in Section 2.4(h) (other than any Person that shall have ceased to be an Issuing Bank as provided in Section 2.4(i)), each in its capacity as an issuer of Letters of Credit hereunder; it being understood that the Issuing Bank shall only be obligated to issue standby Letters of Credit and shall not be obligated to issue any commercial Letters of Credit hereunder.

“Judgment Currency”: as defined in Section 9.17(b).

“Latest Maturity Date”: at any date of determination, the latest Maturity Date applicable to any Class of Loans or Commitments hereunder at such time.

“Law”: any law, constitution, statute, treaty, regulation, by-law, rule, ordinance, order, injunction, award, decree or determination of any Governmental Authority.

“LC Facility”: as defined in the recitals hereto.

“LC Facility Commitment”: the commitment of a Lender to acquire participations in LC Facility Letters of Credit hereunder and “LC Facility Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s LC Facility Commitment, if any, is set forth on Schedule 1.1A, the applicable Refinancing Amendment or in the applicable Assignment and Acceptance, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the LC Facility Commitments as of the Closing Date is $55,000,000.

“LC Facility Commitment Period”: the period from the Closing Date to but excluding the LC Facility Commitment Termination Date.

“LC Facility Commitment Termination Date”: the earliest to occur of (i) the Maturity Date with respect to the LC Facility (or, with respect to any Replacement LC Commitments, the Maturity Date with respect to such Replacement LC Commitments, or with respect to any Extension of the LC Facility or any Replacement LC Commitments, the Extended Maturity Date with respect thereto), (ii) the date the LC Facility Commitments are permanently reduced to zero pursuant to Section 2.14(b), and (iii) the date of the termination of the LC Facility Commitments pursuant to Section 7.1.

“LC Facility Exposure”: with respect to any Lender as of any date of determination, (i) prior to the termination of the LC Facility Commitments, that Lender’s LC Facility Commitment; and (ii) after the termination of the LC Facility Commitments, the sum of (a) in the case of Issuing Bank, the aggregate LC Facility Letter of Credit Usage in respect of all LC Facility Letters of Credit issued by that Issuing Bank (net of any participations by Lenders in such LC Facility Letters of Credit), and (b) the aggregate amount of all participations by that Lender in any outstanding LC Facility Letters of Credit or any unreimbursed drawing under any LC Facility Letter of Credit.

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“LC Facility Letter of Credit”: a standby letter of credit issued or to be issued by Issuing Bank pursuant to the LC Facility or any Replacement LC Commitments. The Existing Letters of Credit will be deemed to be LC Facility Letters of Credit as of the Closing Date regardless of whether the Borrower is the applicant with respect thereto.

“LC Facility Letter of Credit Usage”: as at any date of determination, the sum of (i) the maximum aggregate amount (or, if applicable, the Dollar Equivalent) which is, or at any time thereafter may become, available for drawing under all LC Facility Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under LC Facility Letters of Credit honored by the Issuing Bank and not theretofore reimbursed by or on behalf of the Borrower.

“Lender Counterparty”: each Lender, the Administrative Agent and each of their respective Affiliates counterparty to a Hedge Agreement (including any Person who is Administrative Agent or a Lender (or an Affiliate of the Administrative Agent or a Lender) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be (or whose Affiliate ceases to be) Administrative Agent or a Lender, as the case may be); provided, at the time of entering into a Hedge Agreement, no Lender Counterparty shall be a Defaulting Lender.

“Lenders”: as defined in the preamble hereto.

“Letter of Credit”: an LC Facility Letter of Credit or a Revolving Facility Letter of Credit.

“Lien”: any mortgage, pledge, hypothec, hypothecation, assignment, deposit arrangement, right of retention, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional or installment sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing).

“Loan”: an Initial Term Loan, an Incremental Term Loan, a Replacement Term Loan, a Revolving Loan, a loan made under any series of Replacement Revolver Commitments and a Swing Line Loan, in each case, whether or not subject to an Extension.

“Loan Documents”: this Agreement, each Extension Amendment, each Refinancing Amendment, each Incremental Amendment, the Security Documents, the Guarantee Agreements, the Intercompany Debt Subordination Agreement, each intercreditor agreement with respect to any Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, and the Notes.

“Loan Parties”: the collective reference to Holdings, the Borrower and each Subsidiary Guarantor; provided that if any direct or indirect parent of Holdings has been added as a Grantor at the request of the Borrower, “Loan Parties” shall include such direct or indirect parent of Holdings.

“MHM”: Mammoth Hospitality Management, L.L.C.

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“Management Equity”: profits interests, restricted Capital Stock or options to acquire Capital Stock of New Cayman LP, IRH, Holdings, the Borrower or any Subsidiary issued to directors, management or employees of IRH, Holdings, the Borrower and its Subsidiaries (including Unrestricted Subsidiaries), which profits interests, Capital Stock or options may be convertible into, or exchangeable or exercisable for, Capital Stock of or options to acquire Capital Stock of New Cayman LP, IRH, Holdings, the Borrower or any Subsidiary.

“Market Capitalization”: an amount equal to (i) the total number of issued and outstanding shares of common stock of IRH on the date of declaration of the relevant Restricted Payment times (ii) the arithmetic mean of the closing prices per share of such common stock for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Adverse Effect”: any circumstances or conditions affecting the business, assets, property or financial condition of the Intrawest Group Members, taken as a whole, that would have a material adverse effect on (a) the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment obligations under this Agreement or any other Loan Document or (b) the rights or remedies of the Secured Parties under this Agreement or any other Loan Document.

“Material Environmental Amount”: an amount or amounts payable by the Intrawest Group Members, individually or in the aggregate in excess of $30,000,000, for: costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Hazardous Material or any condition relating to the Environment; and compensatory damages (including, without limitation, damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law.

“Maturity Date”: (a) with respect to the Initial Term Loans, the seventh anniversary of the Closing Date, (b) with respect to the Revolving Facility and the LC Facility, the fifth anniversary of the Closing Date, and (c) with respect to any other Facility, the maturity date for such Facility specified in the applicable Extension Amendment, Refinancing Amendment or Incremental Amendment, and (d) with respect to each Facility, the date on which all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise; provided that, in each case, that if such date is not a Business Day, then the applicable Maturity Date shall be the immediately succeeding Business Day.

“Minimum Collateral Amount”: at any time, with respect to Cash Collateral consisting of cash, deposit account balances or a backstop letter of credit, an amount equal to 103% of the Fronting Exposure of each applicable Issuing Bank with respect to the applicable Letters of Credit issued and outstanding at such time.

“Minimum Extension Condition”: as defined in Section 2.25(d).

“Mortgaged Properties”: the real properties listed on Schedule 1.1C and, subject to Section 5.10(b), the real properties acquired by any Loan Party after the Closing Date, as to which the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien pursuant to one or more Mortgages.

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“Mortgages”: each of the mortgages or deeds of trust, including, without limitation, assignments of leases and rents, whether in the same or a separate agreement, made by any Loan Party in favor of, or for the benefit of, the Administrative Agent or a Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent or a Deed of Trust Trustee, as the case may be, taking into consideration the law of the jurisdiction in which such mortgage or deed of trust is to be recorded, registered or filed, to the extent applicable, as the same may be amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan”: a plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA with respect to which the Borrower or any Commonly Controlled Entity has an obligation to make contributions or has any actual or contingent liability.

“Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents actually received by any Intrawest Group Member (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when such cash or Cash Equivalents is received) of such Asset Sale or Recovery Event, net of (1) attorneys’ fees, accountants’ fees and investment banking fees paid to third parties that are not Intrawest Group Members, (2) amounts required to be applied to the repayment of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) or otherwise subject to mandatory prepayment as a result of such Asset Sale or Recovery Event, and all accrued interest, premiums and fees incurred and payable in connection with the repayment of such Indebtedness, (3) other customary fees paid to third parties that are not Intrawest Group Members, (4) expenses actually incurred in connection therewith, including any and all costs incurred and payable in connection with the repair and/or restoration of any property in connection with any Recovery Event with respect to such property and (5) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and the amount of any reserves established to fund indemnification payments (fixed or contingent) or other contingent liabilities (including purchase price adjustments, payments made in connection with non-compete agreements, retained liabilities (such as pension and other post-employment benefit liabilities and liabilities related to environmental matters)) reasonably estimated to be payable as a result thereof; and (b) in connection with any issuance or sale of debt securities or instruments or the incurrence of Indebtedness, the cash proceeds actually received from such issuance or incurrence, net of any reasonable acquisition or construction costs, attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith. Notwithstanding the foregoing, the amount of Net Cash Proceeds from any Asset Sale or Recovery Event, issuance or sale of debt securities or the incurrence of loans received by any Intrawest Group Member that is not a Wholly-Owned Subsidiary shall be deemed to equal the amount received by the non-Wholly-Owned Subsidiary multiplied by the pro rata amount of Capital Stock of such non-Wholly-Owned Subsidiary beneficially owned by the Intrawest Group Members; provided that, in the event that any Contractual Obligation of such non-Wholly-Owned Subsidiary or Requirement of Law prohibits a distribution of such Net Cash Proceeds, such Net Cash Proceeds shall be deemed to have been received by an Intrawest Group Member upon the earlier of (x) the date of the actual receipt of such Net Cash Proceeds by the Borrower or a Wholly-Owned Subsidiary holding an ownership interest in such non-Wholly-Owned Subsidiary and (y) the date such Net Cash Proceeds are first permitted to be distributed by such non-Wholly-Owned Subsidiary to the Borrower or a Wholly-Owned Subsidiary holding an ownership interest in such non-Wholly-Owned Subsidiary.

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“Netted Tax Amount”: as defined in Section 2.15(h).

“New Cayman LP”: as defined in the recitals hereto.

“Non-Consenting Lender”: as defined in Section 2.24.

“Non-Defaulting Lender”: at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Excluded Taxes”: as defined in Section 2.21(a).

“Non-Guarantor Subsidiary”: any Subsidiary that is not a Subsidiary Guarantor.

“Non-Public Information”: material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to the Intrawest Group Members or their securities.

“Non-Recourse Acquisition Indebtedness” means Indebtedness of any Subsidiary of Holdings, other than the Borrower or a Subsidiary Guarantor, incurred in connection with an Acquisition; provided that such Indebtedness (x) is, by its terms, recourse only to the assets or business acquired in such Acquisition (including any acquired Capital Stock) and is non-recourse to all other assets and Capital Stock of Holdings and its other Subsidiaries and (y) is neither guaranteed by, nor would otherwise become the obligation of, Holdings or any of its other Subsidiaries.

“Non-Recourse Subsidiary Borrower”: a special purpose entity whose only assets are the assets securing Indebtedness incurred in accordance with Section 6.2(f).

“Note”: a Term Loan Note, a Revolving Loan Note or a Swing Line Note.

“Notice”: a Funding Notice, an Issuance Notice or a Conversion/Continuation Notice.

“Notice of Intent to Cure”: as defined in Section 5.2(a).

“Not Otherwise Applied”: with reference to any Available Amount that is proposed to be applied to a particular use or transaction, that such proceeds were not previously applied in determining the permissibility of a prior transaction under the Loan Documents where such permissibility was (or may have been) contingent on the receipt or availability of such proceeds (including any application of the proceeds of equity issued in connection with the exercise of a Cure Right pursuant to Section 7.3).

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“Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

“OFAC”: as defined in Section 3.23(b).

“Other Taxes”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (excluding, in each case, amounts imposed on an assignment, a grant of a participation or other transfer of an interest in any Loan or Loan Document, other than an assignment made pursuant to Section 2.24).

“Pari Passu Lien Obligations”: all Obligations other than the Priority Lien Obligations.

“Participant”: as defined in Section 9.6(b).

“Participant Register”: as defined in Section 9.6(b).

“PATRIOT Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001).

“PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Pension Plan”: a “pension plan”, as such term is defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan), and to which the Borrower may have liability, including any liability by reason of the Borrower’s (i) being jointly and severally liable for liabilities of any Commonly Controlled Entity in connection with such Pension Plan, (ii) having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or (iii) being deemed to be a contributing sponsor under section 4069 of ERISA.

“Permit”: any permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction, decree, registration, notification, authorization, franchise, privilege, grant, waiver, exemption and other similar concession or bylaw, rule or regulation of, by or from any Governmental Authority.

“Permitted Acquisition”: any acquisition, directly or indirectly, by any Intrawest Group Member, whether by purchase, merger or otherwise, of no less than 50% of the assets of, the Capital Stock of, or a business line or unit or a division of, any Person; provided,

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(i) in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Capital Stock in the nature of directors’ qualifying shares or other similar shares required pursuant to applicable Law) acquired in connection with such acquisition shall be owned, directly or indirectly, by the Borrower or a Subsidiary thereof, and the Borrower shall have taken, or caused to be taken, within the time periods and subject to the limitations specified therein, each of the actions set forth in Section 5.10; provided that the aggregate Acquisition Consideration paid in connection with all acquisitions of Persons that do not become Loan Parties or, in the case of a purchase or acquisition of assets other than Capital Stock, not owned by Loan Parties, shall not exceed 10% of Total Assets as determined immediately prior to such acquisition; provided further that, in connection with all acquisitions of Persons that do not become Loan Parties or, in the case of a purchase or acquisition of assets other than Capital Stock, not owned by Loan Parties, the proceeds of Non-Recourse Acquisition Indebtedness shall not constitute more than 50% of the aggregate consideration paid in respect of any single acquisition (or series of related transactions in connection therewith); and

(ii) at the time of, and immediately following, the execution and delivery by the applicable Intrawest Group Members of the definitive documentation relating to such acquisition, no Event of Default shall exist, and after giving effect to such acquisition, either (A) the Intrawest Group Members shall be in Pro Forma Compliance with a Total Secured Debt Leverage Ratio of not more than 5.50:1.00 as of the last day of the Test Period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1 or (B) the Total Secured Debt Leverage Ratio for the Intrawest Group Members measured on a Pro Forma Basis as of the last day of the Test Period most recently ended for which financial statements are required to have been delivered pursuant to Section 5.1 is not increased as a result of such acquisition.

“Permitted First Priority Refinancing Debt”: any Permitted First Priority Refinancing Notes and any Permitted First Priority Refinancing Loans.

“Permitted First Priority Refinancing Loans”: any Credit Agreement Refinancing Indebtedness in the form of secured loans incurred by the Borrower in the form of one or more tranches of Loans under this Agreement; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (iii) such Indebtedness does not mature (other than in connection with customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior to the date that is the Latest Maturity Date then in effect or have a shorter weighted average life to maturity than the Refinanced Credit Agreement Debt at the time such Indebtedness is incurred or issued.

“Permitted First Priority Refinancing Notes”: any Credit Agreement Refinancing Indebtedness in the form of secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior secured notes; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (iii) such Indebtedness does not mature (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior to the date that is the Latest Maturity Date then in effect or have a shorter weighted average life to maturity than the Refinanced Credit Agreement Debt at the time such Indebtedness is incurred or issued, (iv) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (v) the collateral agent or other representative acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent. Permitted First Priority Refinancing Notes will include any Registered Equivalent Notes issued in exchange therefor.

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“Permitted Investors”: the collective reference to Fortress Investment Group LLC and its Control Investment Affiliates; provided that the definition of “Permitted Investors” shall not include any Control Investment Affiliate whose primary purpose is the operation of an ongoing business (excluding any business whose primary purpose is the investment of capital or assets).

“Permitted Second Priority Refinancing Debt”: Credit Agreement Refinancing Indebtedness constituting secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (iv) such Indebtedness does not mature (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior to the date that is the Latest Maturity Date then in effect or have a shorter weighted average life to maturity than the Refinanced Credit Agreement Debt at the time such Indebtedness is incurred or issued, (v) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent) and (vi) the collateral agent or other representative acting on behalf of the holders of such Indebtedness shall have become party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent. Permitted Second Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

“Permitted Unsecured Refinancing Debt”: Credit Agreement Refinancing Indebtedness in the form of unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (ii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (iii) such Indebtedness does not mature (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) on or prior to the date that is the Latest Maturity Date then in effect or have a shorter weighted average life to maturity than the Refinanced Credit Agreement Debt at the time such Indebtedness is incurred or issued.

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“Person”: an individual, general partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Platform”: as defined in Section 5.2.

“Pledge Agreements”: collectively, (i) the Pledge Agreement, dated as of the Closing Date, made by certain Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties and governed by the Laws of the State of New York and (ii) any such other pledge agreement made in favor of the Administrative Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Pledged Equity”: with respect to each Grantor, the shares of Capital Stock of any other Person in which such Grantor has granted a security interest to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Pledge Agreements, including the shares of Capital Stock of each issuer listed opposite such Grantor’s name on Schedule 1.1D, together with any other shares, stock or partnership unit certificates, options or rights of any nature whatsoever in respect of such Capital Stock that may be issued or granted to, or held by, such Grantor while this Agreement is in effect.

“Post-Closing Actions”: as defined in Section 5.12.

“Prime Rate”: the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans in Dollars posted by at least 70% of the nation’s ten (10) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office”: for each of the Administrative Agent, the Swing Line Lender and the Issuing Bank, such Person’s “Principal Office” as set forth in Section 9.2, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to the Borrower, the Administrative Agent and each Lender.

“Priority Lien Obligations” means all Obligations owing to any Lender in its capacity as a Revolving Lender, to the Swing Line Lender acting in such capacity or to any Issuing Bank in its capacity as the issuer of any Revolving Facility Letter of Credit.

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“Pro Forma Compliance” or “Pro Forma Basis”: for purposes of determining compliance with the financial covenant contained in Section 6.1 or for purposes of calculating the Total Debt Leverage Ratio or the Total Secured Debt Leverage Ratio as of any date, compliance with the provisions of Section 6.1 or calculation of such financial ratio for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 5.1, determined on a pro forma basis by giving pro forma effect to (A)(1) the Transactions, (2) all Permitted Acquisitions, (3) all Investments and Capital Expenditures and (4) all Dispositions of any material assets outside of the ordinary course of business (and in each case, the incurrence or repayment of any Indebtedness in connection therewith) that have occurred during the Test Period most recently ended (or, if such calculation is being made for the purpose of determining whether (i) any proposed acquisition will constitute (or will be permitted as) a Permitted Acquisition, (ii) any Indebtedness or Liens may be incurred or (iii) any Disposition or Restricted Payment made, (x) during the applicable Test Period or (y) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made) or (B) actions taken, committed to be taken or expected in good faith to be taken no later than 18 months after the end of such Test Period, in each case, as if they occurred on the first day of such Test Period. Whenever pro forma effect is to be given to any such transaction or such action, the pro forma calculations shall be made in good faith by a Responsible Officer of the Borrower and may include expected cost savings, operating expense reductions and synergies projected by the Borrower in good faith to result from such transactions or actions (without duplication of actual cost savings, operating expense reductions and synergies), as though such cost savings, operating expense reductions and synergies had been realized on the first day of such Test Period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such Test Period, to the extent (a) such cost savings, operating expense reductions and synergies would be permitted to be reflected in pro forma financial information complying with Regulation S-X under the Securities Act of 1933, as interpreted by the staff of the SEC, and as certified by a Responsible Officer of the Borrower or (b) the Borrower in good faith believes that such cost savings, operating expense reductions and synergies are reasonably identifiable, factually supportable and will be realized within 18 months after the end of such Test Period and all steps necessary for the realization of such cost savings, operating expense reductions and synergies have been taken as certified by a Responsible Officer of the Borrower; provided that (A) the aggregate amount of Restructuring/Cost Savings Adjustments added to Consolidated EBITDA pursuant to the foregoing clause (b), when added to the Restructuring/Cost Savings Adjustments made pursuant to clause (j) of the definition of Consolidated EBITDA for any Test Period, shall not exceed 15% of Consolidated EBITDA of the Intrawest Group Members for such Test Period (calculated prior to giving effect to any Restructuring/Cost Savings Adjustments in such Test Period) and (B) no amounts shall be added back as a pro forma adjustment hereunder to the extent duplicative of any amounts that are otherwise added back in calculating Consolidated EBITDA.

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“Pro Rata Share”: (i) with respect to all payments, computations and other matters relating to the Initial Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Revolving Facility Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; (iii) with respect to all payments, computations and other matters relating to the LC Facility Commitment of any Lender or any LC Facility Letters of Credit issued or participations purchased therein by any Lender, the percentage obtained by dividing (a) the LC Facility Exposure of that Lender by (b) the aggregate LC Facility Exposure of all Lenders; and (iv) with respect to all payments, computations and other matters relating to the Commitments or Loans of any Lender under any other Class, the percentage obtained by dividing (a) the aggregate Commitments and, if applicable and without duplication, Loans of such Lender under such Class by (b) the aggregate Commitments and, if applicable and without duplication, Loans of all Lenders under such Class; provided that, if the Commitments under such Class have been terminated, then the Pro Rata Share of each Lender under such Class shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure, the Revolving Exposure, the LC Facility Exposure and the aggregate Commitments and, if applicable and without duplication, Loans under each other Class of that Lender, by (B) an amount equal to the sum of the aggregate Term Loan Exposure, the aggregate Revolving Exposure, the aggregate LC Facility Exposure and the aggregate Commitments and, if applicable and without duplication, Loans under each other Class of all Lenders.

“Property”: any right or interest in or to property of any kind whatsoever, whether real or immovable, personal or moveable or mixed and whether tangible or intangible, corporeal or incorporeal, including, without limitation, Capital Stock.

“Public Lenders”: Lenders that do not wish to receive Non-Public Information with respect to the Intrawest Group Members or their securities.

“Recovery Event”: the actual receipt of any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of any Intrawest Group Member.

“Refinanced Credit Agreement Debt”: as defined in the definition of “Credit Agreement Refinancing Indebtedness.”

“Refinanced LC Commitments”: as defined in Section 2.28(c).

“Refinanced Revolving Commitments”: as defined in Section 2.28(a).

“Refinanced Term Loans”: as defined in Section 2.28(b).

“Refinancing Amendment”: as defined in Section 2.28(d).

“Refinancing Indebtedness”: with respect to any Indebtedness (the “Original Indebtedness”), modifications, refinancing, refundings, renewals or extensions of such Original Indebtedness, or Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund such Original Indebtedness; provided that:

(i) the principal amount (or accreted value, if applicable) plus unfunded commitments of such Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) plus unfunded commitments of the Original Indebtedness (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon);

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(ii) the average life to maturity of such Refinancing Indebtedness is greater than or equal to (and the maturity of such Refinancing Indebtedness is no earlier than) that of the Original Indebtedness;

(iii) the Refinancing Indebtedness shall not have different obligors than the obligors under the Loans (unless such obligors are obligors under the Original Indebtedness, or if the obligors under the Original Indebtedness are Non-Guarantor Subsidiaries, obligors under the Original Indebtedness and other Non-Guarantor Subsidiaries) or greater guarantees or security than the guarantees and security provided in respect of the Obligations (unless such guarantees and security are the same as provided in respect of the Original Indebtedness, or if the guarantees and security under the Original Indebtedness are provided by Non-Guarantor Subsidiaries, additional guarantees and security provided by such Non-Guarantor Subsidiaries or additional Non-Guarantor Subsidiaries);

(iv) if the Original Indebtedness is subordinated in right of payment to the Obligations, such Refinancing Indebtedness shall be subordinated in right of payment on terms at least as favorable to the Lenders as those contained in the documentation governing the Original Indebtedness; and

(v) to the extent the Liens securing such Original Indebtedness are subordinated to the Liens securing the Obligations, the Liens, if any, securing such Refinancing Indebtedness are subordinated to the Liens securing the Obligations pursuant to intercreditor arrangements reasonably acceptable to the Administrative Agent.

“Refunded Swing Line Loans”: as defined in Section 2.3(b)(iv).

“Refused Proceeds”: as defined in Section 2.16(c).

“Register”: as defined in Section 2.8(b).

“Registered Equivalent Notes”: with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act of 1933 or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Regulation H”: Regulation H of the Board as in effect from time to time.

“Regulation U”: Regulation U of the Board as in effect from time to time.

“Reimbursement Date”: with respect to any drawing under a Letter of Credit, the fifth Business Day following the date on which such drawing is honored by the Issuing Bank (so long as the Borrower receives notice by 10:00 a.m. (New York City time) on the date such drawing is honored, and otherwise, the sixth Business Day following receipt of such notice.

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“Related Fund”: with respect to any Lender, any fund that (x) invests in commercial loans and (y) is managed or advised by the same investment advisor as such Lender, by such Lender or an affiliate of such Lender.

“Related Parties”: with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Release”: any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment, or from, into or through any structure or facility.

“Reorganization”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Replacement LC Commitments”: as defined in Section 2.28(c).

“Replacement Lender”: as defined in Section 2.24.

“Replacement Revolving Commitments”: as defined in Section 2.28(a).

“Replacement Secured Financing”: as defined in Section 6.2(u).

“Replacement Term Loans”: as defined in Section 2.28(b).

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA is waived.

“Repricing Transaction”: as defined in Section 2.14(c).

“Required Class Lenders”: with respect to any Class, one or more Lenders having or holding more than 50% of the aggregate unused Commitments and, if applicable and without duplication, Loans of such Lenders under such Class; provided that, if the unused Commitments under such Class have been terminated, then such determination shall be made based on the unused Commitments of the Lenders of such Class immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms thereof; provided further that the unused Commitments and, if applicable and without duplication, Loans of any Defaulting Lender shall be disregarded in making such determination.

“Required LC Facility Lenders”: one or more Lenders having or holding more than 50% of the aggregate LC Facility Exposure of all Lenders; provided that the amount of LC Facility Exposure shall be determined with respect to any Defaulting Lender by disregarding the LC Facility Exposure of such Defaulting Lender.

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“Required Lenders”: one or more Lenders having or holding more than 50% of the aggregate unused Commitments and, if applicable and without duplication, Loans of all Lenders; provided that, if the unused Commitments under any Class have been terminated, then such determination shall be made based on the unused Commitments of the Lenders of such Class immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms thereof; provided further that the unused Commitments and, if applicable and without duplication, Loans of any Defaulting Lender shall be disregarded in making such determination.

“Required Prepayment Date”: as defined in Section 2.16(c).

“Required Revolving Lenders”: one or more Lenders having or holding more than 50% of the aggregate Revolving Exposure of all Lenders; provided that the amount of the Revolving Exposure shall be determined with respect to any Defaulting Lender by disregarding the Revolving Exposure of such Defaulting Lender.

“Requirements of Law”: as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any Law applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer”: with respect to Holdings or the Borrower, the chief executive officer, president, chief financial officer, vice president, treasurer, assistant treasurer, controller, secretary or assistant secretary, board member or manager of Holdings or the Borrower; provided, with respect to financial matters, the Responsible Officer shall be the chief financial officer, treasurer, controller or similar senior officer of Holdings or the Borrower, if any.

“Restricted Payments”: as defined in Section 6.6.

“Restructuring/Cost Savings Adjustments”: with respect to any Test Period, the adjustments and/or addbacks to Consolidated EBITDA for such Test Period pursuant to clause (j) of the definition of “Consolidated EBITDA” for such Test Period and clause (b) of the definition of “Pro Forma Basis” for such Test Period.

“Restructuring Transactions”: as defined in the recitals hereto.

“Revaluation Date”: each of the following with respect to any Letter of Credit denominated in Canadian Dollars: (i) the first Business Day of each calendar month, (ii) each date of issuance, extension or renewal of such Letter of Credit, (iii) each date of any amendment of such Letter of Credit that has the effect of increasing the amount available for drawing thereunder, (iv) each date of any drawing under such Letter of Credit honored by the Issuing Bank and (v) such additional dates as the Administrative Agent shall reasonably determine.

“Revolving Commitment”: the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Revolving Facility Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Schedule 1.1A, the applicable Refinancing Amendment or in the applicable Assignment and Acceptance, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $25,000,000.

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“Revolving Commitment Period”: the period from the Business Day following the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date”: the earliest to occur of (i) the fifth anniversary of the Closing Date (or, with respect to any Replacement Revolving Commitments, the Maturity Date with respect to such Replacement Revolving Commitments, or with respect to any Extension of the Revolving Facility or any Replacement Revolving Commitments, the Extended Maturity Date with respect thereto), (ii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.14(b), and (iii) the date of the termination of the Revolving Commitments pursuant to Section 7.1.

“Revolving Exposure”: with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Revolving Facility Letter of Credit Usage in respect of all Revolving Facility Letters of Credit issued by that Issuing Bank (net of any participations by Lenders in such Revolving Facility Letters of Credit), (c) the aggregate amount of all participations by that Lender in any outstanding Revolving Facility Letters of Credit or any unreimbursed drawing under any Revolving Facility Letter of Credit, (d) in the case of Swing Line Lender, the aggregate outstanding principal amount of all Swing Line Loans (net of any participations therein by other Lenders), and (e) the aggregate amount of all participations therein by that Lender in any outstanding Swing Line Loans.

“Revolving Facility”: as defined in the recitals hereto.

“Revolving Facility Letter of Credit”: a standby letter of credit issued or to be issued by Issuing Bank pursuant to the Revolving Facility.

“Revolving Facility Letter of Credit Usage”: as at any date of determination, the sum of (i) the maximum aggregate amount (or, if applicable, the Dollar Equivalent) which is, or at any time thereafter may become, available for drawing under all Revolving Facility Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Revolving Facility Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of the Borrower.

“Revolving Lender”: each Lender that has a Revolving Commitment or that holds Revolving Loans.

“Revolving Loan”: a Loan made by a Lender to the Borrower pursuant to Section 2.2(a).

“Revolving Loan Note”: a promissory note in the form of Exhibit D-2, as it may be amended, restated, supplemented or otherwise modified from time to time.

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“S&P”: Standard & Poor’s Ratings Services.

“SEC”: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“Secured Parties”: a collective reference to the Administrative Agent, the Deed of Trust Trustees, the Lenders, the Lender Counterparties and the Issuing Banks.

“Security Agreement”: the Security Agreement, dated as of the Closing Date, made by certain Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties.

“Security Documents”: the collective reference to (i) the Pledge Agreements, (ii) the Security Agreement, (iii) the Mortgages and (iv) all other security documents now or hereafter delivered to the Administrative Agent or any Deed of Trust Trustee granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

“Solvent”: as of any date of determination, with respect to the Intrawest Group Members viewed for all purposes of this definition on a consolidated basis, that (a) the sum of the debt (including contingent liabilities) of the Intrawest Group Members does not exceed the present fair saleable value of the present assets of the Intrawest Group Members; (b) the capital of the Intrawest Group Members is not unreasonably small in relation to their business as contemplated on such date or with respect to any transaction contemplated to be undertaken after such date; and (c) the Intrawest Group Members have not incurred, and do not intend to incur, debts beyond their ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC”: as defined in Section 9.6(g).

“Subordinated Debt Refinancing”: as defined in the recitals hereto.

“Subsidiary”: as to any Person: (a) any corporation of which more than 50% of the outstanding Capital Stock having ordinary voting power to elect the board of directors of such corporation (irrespective of whether at the time Capital Stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned (i) by such Person, (ii) by such Person and one or more subsidiaries of such Person, or (iii) by one or more subsidiaries of such Person; or (b) any trust, partnership, joint venture or other Person as to which such Person, or one or more subsidiaries of such Person, owns more than 50% of the voting ownership, equity or similar interest of such trust, partnership, joint venture or other Person, as the case may be. Each reference herein or in any other Loan Document to a “Subsidiary” shall be deemed to exclude Unrestricted Subsidiaries unless expressly noted otherwise.

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“Subsidiary Guarantor”: each Subsidiary of the Borrower providing a guarantee of the Obligations pursuant to a Guarantee Agreement.

“Successor Borrower”: as defined in Section 6.4(a).

“Successor Holdings”: as defined in Section 6.4(a).

“Swap Obligations”: as defined in “Excluded Swap Obligations”.

“Swing Line Lender”: Goldman Sachs in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity.

“Swing Line Loan”: a Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.3.

“Swing Line Note”: a promissory note in the form of Exhibit D-3, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Swing Line Sublimit”: the lesser of (i) $10,000,000, and (ii) the aggregate unused amount of Revolving Commitments then in effect.

“Term Loan”: any Initial Term Loan, any Incremental Term Loan, any Replacement Term Loan or any Extension of any of the foregoing.

“Term Loan Exposure”: with respect to any Lender, as of any date of determination, the outstanding principal amount of the Initial Term Loans of such Lender; provided, at any time prior to the making of the Initial Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Term Loan Facility”: as defined in the recitals hereto.

“Term Loan Note”: a promissory note in the form of Exhibit D-1, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Terminated Lender”: as defined in Section 2.24.

“Termination Conditions”: collectively, (a) the payment in full in cash of the Obligations (other than (i) Unasserted Contingent Obligations and (ii) Obligations owing to Lender Counterparties under any Hedge Agreement), (b) the termination of the Commitments and (c) the cancellation or expiration of all Letters of Credit under this Agreement (other than Letters of Credit which have been Cash Collateralized in accordance with this Agreement).

“Test Period”: on any date of determination, the period of four consecutive fiscal quarters (taken as one accounting period) of the Intrawest Group Members most recently ended for which financial statements have been or are required to be delivered pursuant to Section 5.1 on or before the relevant date of determination.

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“Total Assets”: on any date of determination, the total assets of the Intrawest Group Members determined on a consolidated basis in accordance with GAAP as shown on the most recent consolidated balance sheet of Holdings and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b).

“Total Cash”: on any date of determination, the aggregate amount of cash and Cash Equivalents of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Total Debt”: at any date, without duplication, the aggregate principal amount of all Indebtedness of the type specified in clauses (a), (c), (e) and (h) (solely with respect to Guarantee Obligations in respect of obligations of the kind referred to in clauses (a), (c) and (e) of the definition of “Indebtedness”) of the definition thereof, determined on a consolidated basis in accordance with GAAP, as shown on the most recent consolidated balance sheet of Holdings and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b), excluding (i) the Dollar Equivalent of the maximum aggregate stated amount of all Letters of Credit then outstanding except to the extent of unreimbursed drawings thereunder and (ii) bank guarantees and similar instruments and revolving credit lines (including the Revolving Facility), to the extent undrawn.

“Total Debt Leverage Ratio”: as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) (i) Total Debt as of such date minus (ii) the aggregate amount of Unrestricted Cash in excess of $40,000,000 included on the consolidated balance sheet of Holdings and its Subsidiaries as of such date, to (b) Consolidated EBITDA of the Intrawest Group Members for such period.

“Total Secured Debt”: at any date, without duplication, the aggregate principal amount of Total Debt which is secured by a Lien, determined on a consolidated basis in accordance with GAAP, as shown on the most recent consolidated balance sheet of Holdings and its Subsidiaries delivered pursuant to Section 5.1(a) or 5.1(b), (x) including without limitation, any secured Indebtedness incurred in connection with construction or land development or acquisitions and Capital Lease Obligations, and (y) excluding any Indebtedness secured by Liens that are subordinated to the Liens securing the Obligations.

“Total Secured Debt Leverage Ratio”: as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) (i) Total Secured Debt as of such date minus (ii) the aggregate amount of Unrestricted Cash in excess of $40,000,000 included on the consolidated balance sheet of Holdings and its Subsidiaries as of such date, to (b) Consolidated EBITDA of the Intrawest Group Members for such period.

“Total Utilization of Revolving Commitments”: as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any amount drawn under any Revolving Facility Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Revolving Facility Letter of Credit Usage.

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“Transactions”: (i) the refinancing of the Existing Credit Facilities, (ii) the payment of fees, commissions and expenses in connection with the Facilities and the refinancing of the Existing Credit Facilities and (iii) the Restructuring Transactions.

“Transferee”: as defined in Section 9.14.

“True-Up Amount”: as defined in Section 2.15(d).

“Type of Loan”: (i) with respect to either Term Loans or Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“Unasserted Contingent Obligations”: at any time, Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding Obligations in respect of the principal of, and interest and premium (if any) on, any Obligation) in respect of which no assertion of liability and no claim or demand for payment has been made (and, in the case of Obligations for indemnification, no notice for indemnification has been issued by the indemnitee at such time).

“Unrestricted Cash”: means Total Cash on the consolidated balance sheet of Holdings and its Subsidiaries to the extent that the use of such Total Cash for application to payment of the Obligations or other Indebtedness is not prohibited by law or any contract or other agreement and such Total Cash is free and clear of all Liens (other than Liens in favor of the Administrative Agent for the benefit of the Secured Parties and Liens permitted under Section 6.3(t)).

“Unrestricted Subsidiary”: any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 5.16.

“Unutilized LC Facility Commitments”: as defined in Section 2.12(b).

“Unutilized LC Facility Excess Amount”: as defined in Section 2.12(b).

“US Aviation Business”: Eagle Helicopters, Inc., Heli-Jet Corporation, Alpine Helicopter Management Inc., any Subsidiary thereof, any Intrawest Group Member that is the transferee of the assets of such Persons, or any successor to any of the foregoing.

“US Holdings”: as defined in the recitals hereto.

“Waivable Mandatory Prepayment”: as defined in Section 2.16(c).

“Weighted Average Yield”: with respect to any Indebtedness, on any date of determination, the weighted average yield to maturity based on the interest rate applicable to such Indebtedness on such date and giving effect to interest rate margins, interest rate floors, upfront or similar fees and original issue discount payable with respect to such Indebtedness.

“Wholly-Owned Subsidiary”: as to any Intrawest Group Member, any other Person all of the Capital Stock of which (other than Management Equity or directors’ qualifying shares or other similar shares required pursuant to applicable Law) is owned by the Intrawest Group Members directly and/or through other Wholly-Owned Subsidiaries.

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“Winter Park Facility”: the Credit Agreement, dated as of December 23, 2002, between WPRA and Wells Fargo Bank, National Association and all Loan Documents (as defined therein).

“WPRA”: Winter Park Recreational Association, a Colorado nonprofit corporation.

“WPRA Lease”: that certain Lease and Operating Agreement, effective as of December 23, 2002, by and between Intrawest/Winter Park Operations Corporation, a Delaware corporation, and WPRA.

1.2 Other Definitional Provisions. (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to Holdings, the Borrower and their respective Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, and (ii) so long as IRH (x) owns no material assets other than the Capital Stock of Holdings and (y) has no material liabilities, in each case other than intercompany assets and liabilities to or from Holdings, the Borrower or any of its Subsidiaries that are eliminated in consolidation, accounting terms relating to Holdings shall be determined by reference to the corresponding accounting terms relating to IRH; provided that if the Borrower notifies the Administrative Agent to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e) All calculations of financial ratios set forth herein shall be calculated to the same number of decimal places as the relevant ratios are expressed in and shall be rounded upward if the number in the decimal place immediately following the last calculated decimal place is five or greater. For example, if the relevant ratio is to be calculated to the hundredth decimal place and the calculation of the ratio is 5.126, the ratio will be rounded up to 5.13.

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(f) As used herein and in the other Loan Documents, references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, restated, replaced, refinanced, supplemented or otherwise modified from time to time.

(g) A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, revises, restates, supplements or supersedes any such statute or any such regulation.

(h) A reference to the Issuing Bank, unless otherwise specified, shall be deemed to refer to the applicable Issuing Bank or applicable Issuing Banks with respect to the Letter of Credit or Letters of Credit issued by such Issuing Bank or Issuing Banks.

1.3 Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period” and in the definition of “Maturity Date”) or performance shall extend to the immediately succeeding Business Day.

1.4 Currency Equivalents Generally. (a) For purposes of determining compliance with Sections 6.2, 6.3 and 6.8 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder).

(b) For purposes of this Agreement and the other Loan Documents, where the permissibility of a transaction or determination of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, any requisite currency translation shall be based on the Exchange Rate in effect on the Business Day immediately preceding the date of such transaction (subject to the following proviso) or determination and shall not be affected by subsequent fluctuations in exchange rates; provided that for purposes of determining the Total Debt Leverage Ratio or Total Secured Debt Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars at the currency exchange rates used in preparing the financial statements corresponding to the Test Period with respect to the applicable date of determination.

(c) Any determinations as to the Dollar Equivalent of Letters of Credit denominated in Canadian Dollars (whether for purposes of calculating the amount of Obligations outstanding in respect of Letters of Credit or fees payable in respect of Letters of Credit or the amount required to be paid to the Issuing Bank in respect of a drawing on a Letter of Credit or otherwise), the amount of fees or other amounts owing in respect of Letters of Credit denominated in Canadian Dollars and the amount of unreimbursed drawings owing to the Issuing Bank, in each case, shall be made by the Administrative Agent and such determination shall be conclusive absent manifest error.

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Section 2. LOANS AND LETTERS OF CREDIT

2.1 Initial Term Loans.

(a) Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, an Initial Term Loan to the Borrower in an amount equal to such Lender’s Initial Term Loan Commitment. The Borrower may make only one borrowing under the Initial Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13, 2.14(a) and 2.15, all amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than the Maturity Date with respect thereto. Each Lender’s Initial Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Initial Term Loan Commitment on such date.

(b) Borrowing Mechanics for Initial Term Loans.

(i) The Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than (x) one Business Day prior to the Closing Date with respect to Base Rate Loans and (y) three days prior to the Closing Date with respect to Eurodollar Rate Loans (or such shorter period as may be acceptable to Administrative Agent). Promptly upon receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Initial Term Loan available to the Administrative Agent not later than 10:00 a.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of the Initial Term Loans available to the Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Initial Term Loans received by the Administrative Agent from Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

2.2 Revolving Loans.

(a) Revolving Commitments. During the period from the Business Day following the Closing Date to but not including the Revolving Commitment Termination Date for such Class, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans of any Class to the Borrower in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment for such Class; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment of any Class shall expire on the Revolving Commitment Termination Date for such Class and all Revolving Loans for such Class and all other amounts owed hereunder with respect to the Revolving Loans for such Class and the Revolving Commitments for such Class shall be paid in full no later than such date.

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(b) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to Section 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii) Subject to Section 4.2(b), whenever the Borrower desires that Lenders make Revolving Loans, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than 2:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan; provided that, if such Credit Date is the Closing Date, such Funding Notice may be delivered within such period shorter than three Business Days as may be agreed by the Administrative Agent with respect to Eurodollar Rate Loans. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 2:00 p.m. (New York City time)) not later than 3:00 p.m. (New York City time) on the same day as the Administrative Agent’s receipt of such Notice from the Borrower.

(iv) Each Lender shall make the amount of its Revolving Loan available to the Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office of the Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Revolving Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from Lenders to be credited to the account of the Borrower at the Principal Office designated by the Administrative Agent or such other account as may be designated in writing to the Administrative Agent by the Borrower.

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2.3 Swing Line Loans.

(a) Swing Line Loans Commitments. During the period from the Business Day following the Closing Date to but not including the Revolving Commitment Termination Date, subject to the terms and conditions hereof, the Swing Line Lender agrees to make Swing Line Loans to the Borrower in the aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. The Swing Line Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Swing Line Loans.

(i) Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii) Subject to Section 4.2(b), whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to the Administrative Agent a Funding Notice no later than 1:00 p.m. (New York City time) on the proposed Credit Date.

(iii) Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of any Swing Line Loan made by the Swing Line Lender available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Borrower at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.14, the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Borrower), no later than 1:00 p.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to the Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Note issued by the Borrower to the Swing Line Lender. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.18.

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(v) If for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Lender holding a Revolving Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of the Swing Line Lender. In order to evidence such participation each Lender holding a Revolving Commitment agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender holding a Revolving Commitment fails to make available to the Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by the Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.

(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that such obligations of each Lender are subject to the condition that the Swing Line Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.2 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans, were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (2) the Swing Line Lender shall not be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) at a time when any Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding Swing Line Loans.

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2.4 Issuance of Revolving Facility Letters of Credit and Purchase of Participations Therein.

(a) Revolving Facility Letters of Credit. During the period that is at least ten (10) Business Days prior to the Revolving Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue Revolving Facility Letters of Credit for the account of the Borrower; provided, (i) each Revolving Facility Letter of Credit shall be denominated in Dollars or Canadian Dollars; (ii) the stated amount of each Revolving Facility Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; and (iv) in no event shall any standby Revolving Facility Letter of Credit have an expiration date later than the earlier of (1) ten Business Days prior to the Revolving Commitment Termination Date (unless such Revolving Facility Letter of Credit is Cash Collateralized in an amount equal to the Minimum Collateral Amount with respect to such Revolving Facility Letter of Credit) and (2) the date which is one year from the date of issuance of such standby Revolving Facility Letter of Credit. Subject to the foregoing, the Issuing Bank may agree that a standby Revolving Facility Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, the Issuing Bank shall not be required to extend any such Revolving Facility Letter of Credit if it has received written notice from the Administrative Agent or any Loan Party that an Event of Default has occurred and is continuing at least seven days prior to the time the Issuing Bank must elect to allow such extension; provided further, if any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any Revolving Facility Letter of Credit unless either (i) such Defaulting Lender’s participation in such Revolving Facility Letter of Credit can be reallocated among the Non-Defaulting Lenders in accordance with their Pro Rata Shares (calculated without regard to such Defaulting Lender’s Revolving Commitment) as provided in Section 2.23(a)(iii) or (ii) the Borrower Cash Collateralizes the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.23(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to the Minimum Collateral Amount as provided in Section 2.23(d) or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such Revolving Facility Letter of Credit of the Defaulting Lender.

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(b) Notice of Issuance. Subject to Section 4.2(b), whenever the Borrower desires the issuance or amendment (to either increase the amount available for drawings under any Revolving Facilty Letter of Credit or to extend the maturity date thereof) of a Revolving Facility Letter of Credit, the Borrower shall deliver to the Administrative Agent and the Issuing Bank an Issuance Notice no later than 2:00 p.m. (New York City time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Such Issuance Notice shall be accompanied by any documentary or other evidence of the proposed beneficiary’s identity as may reasonably be requested by the Issuing Bank in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations. Upon satisfaction or waiver of the conditions set forth in Section 4.2, the Issuing Bank shall issue the requested Revolving Facility Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance or cancellation of any Revolving Facility Letter of Credit or amendment or modification to a Revolving Facility Letter of Credit, the Issuing Bank shall promptly provide written or telephonic notice to the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a Revolving Commitment of such issuance, amendment, modification or cancellation of a Revolving Facility Letter of Credit and the amount of such Lender’s respective participation in such Revolving Facility Letter of Credit pursuant to Section 2.4(e). Notwithstanding anything herein to the contrary, an Issuing Bank shall be under no obligation to issue, extend or amend any Revolving Facility Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator by its terms shall purport to enjoin or restrain such Issuing Bank from issuing the Revolving Facility Letter of Credit, or any Law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Revolving Facility Letter of Credit in particular.

(c) Responsibility of the Issuing Bank with Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Revolving Facility Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to accept the documents delivered under such Revolving Facility Letter of Credit which appear on their face to be in accordance with the terms and conditions of such Revolving Facility Letter of Credit without responsibility for further investigation regardless of any notice or information to the contrary. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Revolving Facility Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Revolving Facility Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Revolving Facility Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Revolving Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Revolving Facility Letter of Credit to comply fully with any conditions required in order to draw upon such Revolving Facility Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Revolving Facility Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Revolving Facility Letter of Credit of the proceeds of any drawing under such Revolving Facility Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by the Issuing Bank under or in connection with the Revolving Facility Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of the Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), the Borrower shall retain any and all rights it may have against the Issuing Bank for any liability arising solely out of the gross negligence, bad faith or willful misconduct of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction.

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(d) Reimbursement by the Borrower of Amounts Drawn or Paid Under Revolving Facility Letters of Credit. In the event the Issuing Bank has determined to honor a drawing under a Revolving Facility Letter of Credit, it shall immediately notify the Borrower and the Administrative Agent, and the Borrower shall reimburse the Issuing Bank on or before the Reimbursement Date in an amount in Dollars, in the case of a Revolving Facility Letter of Credit denominated in Dollars, or Canadian Dollars (or at the option of the Issuing Bank or the Borrower, the Dollar Equivalent thereof in Dollars), in the case of a Revolving Facility Letter of Credit denominated in Canadian Dollars, and in same day funds equal to the amount of such honored drawing. In the case of any such reimbursement in Dollars of a drawing under a Revolving Facility Letter of Credit denominated in Canadian Dollars, the Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Anything contained herein to the contrary notwithstanding, unless the Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 2:00 p.m. (New York City time) on the fourth Business Day (or, in the case of a Revolving Facility Letter of Credit denominated in Canadian Dollars, the third Business Day) following the date such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, (i) the Borrower shall be deemed to have given a timely Funding Notice to the Administrative Agent requesting Lenders with Revolving Commitments to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the Dollar Equivalent of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.2, Lenders with Revolving Commitments shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by the Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall reimburse the Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Lender with a Revolving Commitment from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.4(d).

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(e) Lenders’ Purchase of Participations in Revolving Facility Letters of Credit. Immediately upon the issuance of each Revolving Facility Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase (regardless of whether the conditions set forth in Section 4.2 have been satisfied), from the Issuing Bank a participation in such Revolving Facility Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.4(d), the Issuing Bank shall promptly notify each Lender with a Revolving Commitment of the Dollar Equivalent of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender with a Revolving Commitment shall pay to the Administrative Agent, for the account of the Issuing Bank, an amount in Dollars equal to the Dollar Equivalent of its respective participation and in same day funds, not later than 12:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Bank is located) after the date notified by the Issuing Bank. In the event that any Lender with a Revolving Commitment fails to make available to the Administrative Agent, for the account of the Issuing Bank, on such Business Day the amount of such Lender’s participation in such Revolving Facility Letter of Credit as provided in this Section 2.4(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by the Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.4(e) shall be deemed to prejudice the right of any Lender with a Revolving Commitment to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section 2.4(e) in the event that the payment with respect to a Revolving Facility Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction. In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.4(e) for all or any portion of any drawing honored by the Issuing Bank under a Revolving Facility Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent, for distribution to each Lender which has paid all amounts payable by it under this Section 2.4(e) with respect to such honored drawing, such Lender’s Pro Rata Share of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix A or at such other address as such Lender may request.

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(f) Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the Revolving Facility Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.4(d) and the obligations of Lenders under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Revolving Facility Letter of Credit; (ii) the existence of any claim, set off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any Revolving Facility Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Revolving Facility Letter of Credit was procured); (iii) any draft or other document presented under any Revolving Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank under any Revolving Facility Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Revolving Facility Letter of Credit; (v) any amendment or waiver of or any consent to departure from all or any of the provisions of the Loan Documents or Letter of Credit; (vi) any other act or omission to act or delay of any kind by the Administrative Agent, any Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.4(f), constitute a legal or equitable discharge of the Borrower’s obligations hereunder (other than payment or performance in full); (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (viii) any breach hereof or any other Loan Document by any party thereto; (ix) any adverse change in the relevant exchange rates or in the availability of Canadian Dollars to the Borrower or any Subsidiary or in the market for Canadian Dollars generally; (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (xi) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by the Issuing Bank under the applicable Revolving Facility Letter of Credit shall not have constituted gross negligence, bad faith or willful misconduct of the Issuing Bank under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(g) Indemnification. Without duplication of any obligation of the Borrower under Section 9.5, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Revolving Facility Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence, bad faith or willful misconduct of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any Revolving Facility Letter of Credit issued by it, or (ii) the failure of the Issuing Bank to honor a drawing under any such Revolving Facility Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

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(h) Additional Issuing Banks. The Borrower may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and such Lender, designate one or more additional Lenders (or Affiliates thereof) to act as an Issuing Bank under the terms of this Agreement (and such designation shall be effective with respect to Revolving Facility Letters of Credit and LC Facility Letters of Credit, unless otherwise agreed by the Borrower and such Lender). From and after the effective date of such designation, any Lender designated as an Issuing Bank pursuant to this Section 2.4(h) shall have the rights and obligations of an Issuing Bank under this Agreement. Any Lender that becomes an Issuing Bank shall not cease to be an Issuing Bank hereunder if it later ceases to be a Lender hereunder.

(i) Resignation and Replacement of Issuing Bank. An Issuing Bank may resign as Issuing Bank upon 30 days prior written notice to the Administrative Agent, the Lenders and the Borrower; provided that such resignation shall be effective only upon the effective date of the replacement of such Issuing Bank with a successor Issuing Bank in accordance with the provisions of this Section 2.4(i); provided further that such resignation shall become effective notwithstanding the failure to appoint a successor Issuing Bank if an Event of Default has occurred and is continuing (and such resignation shall be effective with respect to the Revolving Facility and the LC Facility, unless otherwise agreed by the Borrower and such Lender). An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank (provided that no consent will be required if the replaced Issuing Bank has no Letters of Credit or reimbursement obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of such Issuing Bank. At the time any such replacement or resignation shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank. From and after the effective date of any such replacement or resignation, (i) any successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement or resignation of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto to the extent that Letters of Credit issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateral. If any Event of Default shall occur and be continuing, within five Business Days following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to the Revolving Facility Letters of Credit in an amount not less than the Minimum Collateral Amount; provided that the obligation to so Cash Collateralize the Revolving Facility Letters of Credit will become effective immediately, without demand or notice of any kind, upon the occurrence of any Event of Default described in clauses (i) or (ii) of Section 7.1(f).

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(i) Grant of Security Interest. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Obligations in respect of the Revolving Facility Letters of Credit, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that such Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(ii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.4(j) in respect of Revolving Facility Letters of Credit shall first be applied to reimburse the Issuing Bank for unreimbursed drawings in respect of such Revolving Facility Letters of Credit, second be held for the satisfaction of the Obligations in respect of the Revolving Facility Letters of Credit, and third if the maturity of the Loans has been accelerated (but subject to the consent of Lenders holding participations in outstanding Revolving Facility Letters of Credit representing greater than 50% of the Dollar Equivalent of the aggregate undrawn amount of all outstanding Revolving Facility Letters of Credit), be applied to satisfy the Obligations.

(iii) Termination of Requirement. Without limiting the requirement to Cash Collateralize the applicable Issuing Bank’s Fronting Exposure with respect to any Defaulting Lender pursuant to Section 2.23(d), Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure with respect to Revolving Facility Letters of Credit shall no longer be required to be held as Cash Collateral pursuant to this Section 2.4(j) and such Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the date that (i) such Fronting Exposure with respect to Revolving Facility Letters of Credit has been eliminated, (ii) the Administrative Agent and the Issuing Bank have determined that there exists excess Cash Collateral or (iii) all Events of Default have been cured or waived.

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2.5 Issuance of LC Facility Letters of Credit and Purchase of Participations Therein.

(a) LC Facility Letters of Credit. During the period that is at least ten (10) Business Days prior to the LC Facility Commitment Period, subject to the terms and conditions hereof, the Issuing Bank agrees to issue LC Facility Letters of Credit for the account of the Borrower; provided, (i) each LC Facility Letter of Credit shall be denominated in Dollars or Canadian Dollars; (ii) the stated amount of each LC Facility Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the LC Facility Letter of Credit Usage exceed the LC Facility Commitments then in effect; and (iv) in no event shall any standby LC Facility Letter of Credit have an expiration date later than the earlier of (1) ten Business Days prior to the LC Facility Commitment Termination Date (unless such LC Facility Letter of Credit is Cash Collateralized in an amount equal to the Minimum Collateral Amount with respect to such LC Facility Letter of Credit) and (2) the date which is one year from the date of issuance of such standby LC Facility Letter of Credit. Subject to the foregoing, the Issuing Bank may agree that a standby LC Facility Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless the Issuing Bank elects not to extend for any such additional period; provided, the Issuing Bank shall not be required to extend any such LC Facility Letter of Credit if it has received written notice from the Administrative Agent or any Loan Party that an Event of Default has occurred and is continuing at least seven days prior to the time the Issuing Bank must elect to allow such extension; provided further, if any Lender is a Defaulting Lender, the Issuing Bank shall not be required to issue any LC Facility Letter of Credit unless either (i) such Defaulting Lender’s participation in such LC Facility Letter of Credit can be reallocated among the Non-Defaulting Lenders in accordance with their Pro Rata Shares (calculated without regard to such Defaulting Lender’s LC Facility Commitment) as provided in Section 2.23(a)(iii) or (ii) the Borrower Cash Collateralizes the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.23(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount equal to the Minimum Collateral Amount as provided in Section 2.23(d) or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower to eliminate the Issuing Bank’s risk with respect to the participation in such LC Facility Letter of Credit of the Defaulting Lender.

(b) Notice of Issuance. Subject to Section 4.2(b), whenever the Borrower desires the issuance or amendment (to either increase the amount available for drawings under any LC Facility Letter of Credit or to extend the maturity date thereof) of an LC Facility Letter of Credit, the Borrower shall deliver to the Administrative Agent and the Issuing Bank an Issuance Notice no later than 2:00 p.m. (New York City time) at least three Business Days, or such shorter period as may be agreed to by the Issuing Bank in any particular instance, in advance of the proposed date of issuance. Such Issuance Notice shall be accompanied by any documentary or other evidence of the proposed beneficiary’s identity as may reasonably be requested by the Issuing Bank in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations. Upon satisfaction or waiver of the conditions set forth in Section 4.2, the Issuing Bank shall issue the requested LC Facility Letter of Credit only in accordance with the Issuing Bank’s standard operating procedures. Upon the issuance or cancellation of any LC Facility Letter of Credit or amendment or modification to an LC Facility Letter of Credit, the Issuing Bank shall promptly notify Upon the issuance or cancellation of any Revolving Facility Letter of Credit or amendment or modification to a Revolving Facility Letter of Credit, the Issuing Bank shall promptly provide written or telephonic notice to the Administrative Agent, and the Administrative Agent shall promptly notify each Lender with a LC Facility Commitment of such issuance, amendment, modification or cancellation of a LC Facility Letter of Credit and the amount of such Lender’s respective participation in such LC Facility Letter of Credit pursuant to Section 2.5(e), each Lender with an LC Facility Commitment of such issuance, which notice shall be accompanied by a copy of such LC Facility Letter of Credit or amendment or modification to an LC Facility Letter of Credit and the amount of such Lender’s respective participation in such LC Facility Letter of Credit pursuant to Section 2.5(e). Notwithstanding anything herein to the contrary, an Issuing Bank shall be under no obligation to issue, extend or amend any LC Facility Letter of Credit if any order, judgment or decree of any Governmental Authority or arbitrator by its terms shall purport to enjoin or restrain such Issuing Bank from issuing the LC Facility Letter of Credit, or any Law applicable to the applicable Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the LC Facility Letter of Credit in particular

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(c) Responsibility of the Issuing Bank with Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any LC Facility Letter of Credit by the beneficiary thereof, the Issuing Bank shall be responsible only to accept the documents delivered under such LC Facility Letter of Credit which appear on their face to be in accordance with the terms and conditions of such LC Facility Letter of Credit without responsibility for further investigation regardless of any notice or information to the contrary. As between the Borrower and the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the LC Facility Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such LC Facility Letters of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such LC Facility Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such LC Facility Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such LC Facility Letter of Credit to comply fully with any conditions required in order to draw upon such LC Facility Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such LC Facility Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such LC Facility Letter of Credit of the proceeds of any drawing under such LC Facility Letter of Credit; or (viii) any consequences arising from causes beyond the control of the Issuing Bank, including any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority; none of the above shall affect or impair, or prevent the vesting of, any of the Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by the Issuing Bank under or in connection with the LC Facility Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of the Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.5(c), the Borrower shall retain any and all rights it may have against the Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction.

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(d) Reimbursement by the Borrower of Amounts Drawn or Paid Under LC Facility Letters of Credit. In the event the Issuing Bank has determined to honor a drawing under an LC Facility Letter of Credit, it shall immediately notify the Borrower and the Administrative Agent, and the Borrower shall reimburse the Issuing Bank on or before the Reimbursement Date in an amount in Dollars, in the case of LC Facility Letters of Credit denominated in Dollars, or Canadian Dollars (or at the option of the Issuing Bank or the Borrower, the Dollar Equivalent thereof in Dollars), in the case of LC Facility Letters of Credit denominated in Canadian Dollars, and in same day funds equal to the amount of such honored drawing. In the case of any such reimbursement in Dollars of a drawing under a LC Facility Letter of Credit denominated in Canadian Dollars, the Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.

(e) Lenders’ Purchase of Participations in LC Facility Letters of Credit. Immediately upon the issuance of each LC Facility Letter of Credit, each Lender having an LC Facility Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase (regardless of whether the conditions set forth in Section 4.2 have been satisfied), from the Issuing Bank a participation in such LC Facility Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the LC Facility Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that the Borrower shall fail for any reason to reimburse the Issuing Bank as provided in Section 2.5(d), the Issuing Bank shall promptly notify each Lender with an LC Facility Commitment of the Dollar Equivalent of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the LC Facility Commitments. Each Lender with an LC Facility Commitment shall pay to the Administrative Agent, for the account of the Issuing Bank, an amount in Dollars equal to the Dollar Equivalent of its respective participation and in same day funds, not later than 12:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Bank is located) after the date notified by the Issuing Bank. In the event that any Lender with an LC Facility Commitment fails to make available to the Administrative Agent, for the account of the Issuing Bank, on such Business Day the amount of such Lender’s participation in such LC Facility Letter of Credit as provided in this Section 2.5(e), the Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by the Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.5(e) shall be deemed to prejudice the right of any Lender with an LC Facility Commitment to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Section 2.5(e) in the event that the payment with respect to a LC Facility Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction. In the event the Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.5(e) for all or any portion of any drawing honored by the Issuing Bank under an LC Facility Letter of Credit, such Issuing Bank shall distribute to the Administrative Agent, for distribution to each Lender which has paid all amounts payable by it under this Section 2.5(e) with respect to such honored drawing, such Lender’s Pro Rata Share of all payments subsequently received by the Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix A or at such other address as such Lender may request.

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(f) Obligations Absolute. The obligation of the Borrower to reimburse the Issuing Bank for drawings honored under the LC Facility Letters of Credit issued by it and the obligations of Lenders under Section 2.5(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any LC Facility Letter of Credit; (ii) the existence of any claim, set off, defense or other right which the Borrower or any Lender may have at any time against a beneficiary or any transferee of any LC Facility Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Bank, Lender or any other Person or, in the case of a Lender, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any LC Facility Letter of Credit was procured); (iii) any draft or other document presented under any LC Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by the Issuing Bank under any LC Facility Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such LC Facility Letter of Credit; (v) any amendment or waiver of or any consent to departure from all or any of the provisions of the Loan Documents or Letter of Credit; (vi) any other act or omission to act or delay of any kind by the Administrative Agent, any Issuing Bank, any Lender or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this Section 2.5(f), constitute a legal or equitable discharge of the Borrower’s obligations hereunder (other than payment or performance in full); (vii) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries; (viii) any breach hereof or any other Loan Document by any party thereto; (ix) any adverse change in the relevant exchange rates or in the availability of Canadian Dollars to the Borrower or any Subsidiary or in the market for Canadian Dollars generally; (x) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (xi) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by the Issuing Bank under the applicable LC Facility Letter of Credit shall not have constituted gross negligence, bad faith or willful misconduct of the Issuing Bank under the circumstances in question as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(g) Indemnification. Without duplication of any obligation of the Borrower under Section 9.5, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel) which the Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any LC Facility Letter of Credit by the Issuing Bank, other than as a result of (1) the gross negligence, bad faith or willful misconduct of the Issuing Bank as determined by a final, non-appealable judgment of a court of competent jurisdiction or (2) the wrongful dishonor by the Issuing Bank of a proper demand for payment made under any LC Facility Letter of Credit issued by it, or (ii) the failure of the Issuing Bank to honor a drawing under any such LC Facility Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

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(h) Cash Collateral. If any Event of Default shall occur and be continuing, within five Business Days following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to the LC Facility Letters of Credit in an amount not less than the Minimum Collateral Amount; provided that the obligation to so Cash Collateralize the LC Facility Letters of Credit will become effective immediately, without demand or notice of any kind, upon the occurrence of any Event of Default described in clauses (i) or (ii) of Section 7.1(f).

(i) Grant of Security Interest. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral as security for the Obligations in respect of the LC Facility Letters of Credit, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that such Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(ii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.5(h) in respect of LC Facility Letters of Credit shall first be applied to reimburse the Issuing Bank for unreimbursed drawings in respect of such LC Facility Letters of Credit, second, be held for the satisfaction of the Obligations in respect of the LC Facility Letters of Credit, and third, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders holding participations in outstanding LC Facility Letters of Credit representing greater than 50% of the Dollar Equivalent of the aggregate undrawn amount of all outstanding LC Facility Letters of Credit), be applied to satisfy the Obligations.

(iii) Termination of Requirement. Without limiting the requirement to Cash Collateralize the applicable Issuing Bank’s Fronting Exposure with respect to any Defaulting Lender pursuant to Section 2.23(d), Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure with respect to LC Facility Letters of Credit shall no longer be required to be held as Cash Collateral pursuant to this Section 2.5(h) and such Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the date that (i) such Fronting Exposure with respect to LC Facility Letters of Credit has been eliminated, (ii) the Administrative Agent and the Issuing Bank have determined that there exists excess Cash Collateral or (iii) all Events of Default have been cured or waived.

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2.6 Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the customary rate set by the Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event that (i) the Administrative Agent declines to make a requested amount available to the Borrower until such time as all applicable Lenders have made payment to the Administrative Agent, (ii) a Lender fails to fund to the Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such Lender’s failure results in the Administrative Agent failing to make a corresponding amount available to the Borrower on the Credit Date, at Administrative Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by the Borrower through and including the time of the Borrower’s receipt of the requested amount. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.6(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.7 Use of Proceeds. The proceeds of the Initial Term Loans and the Revolving Loans, if any, made on the Closing Date shall be applied by the Borrower to fund the uses specified in the recitals hereto. The proceeds of the Revolving Loans, Swing Line Loans and Letters of Credit made after the Closing Date shall be applied by the Borrower for capital expenditures and permitted acquisitions, investments and restricted payments, to provide for the ongoing working capital requirements of the Borrower and its Subsidiaries, for general corporate purposes and for the issuance of (or to provide credit support for) Letters of Credit. The proceeds of each other Class of Loans made after the Closing Date shall be used for the purposes specified in the applicable Refinancing Amendment or Incremental Amendment.

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2.8 Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Borrower Obligations to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or the Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Commitments and Loans or (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Commitments and Loans except upon the occurrence and during the continuance of an Event of Default)) at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record, or shall cause to be recorded, in the Register the Commitments and the Loans in accordance with the provisions of Section 9.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Borrower Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.8.

(c) Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an Assignee of such Lender pursuant to Section 9.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, Revolving Loan or Swing Line Loan, as the case may be.

2.9 Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) in the case of each Class of Loans other than Swing Line Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin with respect to such Class; or

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(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin with respect to such Class; and

(ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin.

(b) The basis for determining the rate of interest with respect to any Loan (except a Swing Line Loan which can be made and maintained as a Base Rate Loan only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by the Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.

(c) In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time. In the event the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender.

(d) Interest payable pursuant to Section 2.9(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365 day or 366 day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360 day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Term Loan, the last Interest Payment Date with respect to such Term Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

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(e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f) The Borrower agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by the Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to, for the period from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower, (x) in the case of Revolving Facility Letters of Credit, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (y) in the case of LC Facility Letters of Credit, the rate of interest otherwise payable hereunder with respect to Initial Term Loans that are Base Rate Loans; provided, however, that upon notice to the Borrower from the Administrative Agent at the direction of the Required Lenders, the rate of interest for the period from the applicable Reimbursement Date to but excluding the date such amount is reimbursed by or on behalf of the Borrower shall be 2% per annum in excess of (x) in the case of Revolving Facility Letters of Credit, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans and (y) in the case of LC Facility Letters of Credit, the rate of interest otherwise payable hereunder with respect to Term Loans that are Base Rate Loans.

(g) Interest payable pursuant to Section 2.9(f) shall be computed on the basis of a 365/366 day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on the applicable Reimbursement Date, and thereafter, on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by the Issuing Bank of any payment of interest pursuant to Section 2.9(f), the Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender, out of the interest received by the Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event the Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, the Issuing Bank shall distribute to the Administrative Agent, for the account of each Lender which has paid all amounts payable by it under Section 2.4(e) or 2.5(e), as applicable, with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by the Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which the Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by the Borrower.

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2.10 Conversion/Continuation.

(a) Subject to Section 2.19 and so long as the Administrative Agent, at the direction of the Required Lenders, has not delivered a notice to the Borrower after a Default or Event of Default shall have occurred and then be continuing withdrawing such option, the Borrower shall have the option:

(i) to convert at any time all or any part of any Loan of any Class (other than any Swing Line Loan) equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.19 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b) Subject to Section 4.2(b), the Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 2:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

2.11 Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 7.1(a) or Section 7.1(f), the overdue principal amount of all Loans outstanding and, to the extent permitted by applicable law, any overdue interest payments on the Loans or any overdue fees or other amounts owed hereunder shall bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any overdue fees or other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans). Payment or acceptance of the increased rates of interest provided for in this Section 2.11 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

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2.12 Fees.

(a) The Borrower agrees to pay to Lenders having Revolving Exposure:

(i) commitment fees equal to (1) the average of the daily difference between (A) the Revolving Commitments and (B) the aggregate principal amount of (x) all outstanding Revolving Loans (for the avoidance of doubt, excluding Swing Line Loans) plus (y) the Revolving Facility Letter of Credit Usage, times (2) 0.375% per annum; and

(ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Revolving Facility Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.12(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b) The Borrower agrees to pay to Lenders having LC Facility Exposure:

(i) commitment fees equal to (1) the average of the daily difference between (A) the LC Facility Commitments and (B) the aggregate principal amount of the LC Facility Letter of Credit Usage (the difference between (A) and (B), the “Unutilized LC Facility Commitments”), times (2) 0.375% per annum; provided that, at any time the Unutilized LC Facility Commitments are greater than an amount equal to 15% of the aggregate LC Facility Commitments then in effect (such portion in excess of 15% of the aggregate LC Facility Commitments, the “Unutilized LC Facility Excess Amount”), in lieu of the foregoing, the Borrower shall pay commitment fees equal to (x) (1) 15% of the average of the daily amount of aggregate LC Facility Commitments in effect times (2) 0.375% per annum plus (y) (1) the Unutilized LC Facility Excess Amount times (2) the Applicable Margin for Term Loans that are Eurodollar Rate Loans; and

(ii) letter of credit fees equal to (1) the Applicable Margin for Term Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such LC Facility Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.12(b) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(c) The Borrower agrees to pay directly to the Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to .250%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close of business on any date of determination); and

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(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with the Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(d) All fees referred to in Section 2.12(a), 2.12(b) and 2.12(c)(i) shall be calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of March, June, September and December of each year during the Revolving Commitment Period or LC Facility Commitment Period, as applicable, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date (with respect to Revolving Facility Letters of Credit) and on the LC Facility Commitment Termination Date (with respect to LC Facility Letters of Credit).

(e) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender party to this Agreement as a Lender on the Closing Date, or with respect to the Initial Term Loans, to such Lender out of the proceeds of the Initial Term Loan made by such Lender on the Closing Date, as fee compensation for the funding of such Lender’s Initial Term Loan and funded and unfunded Revolving Commitments and LC Facility Commitments, a closing fee in an amount equal to (i) 1.0% of the stated principal amount of such Lender’s Initial Term Loan plus (ii) 1.0% of such Lender’s funded and unfunded Revolving Commitments (which shall include the face amount of any issued and undrawn Revolving Facility Letters of Credit) plus (iii) 4.0% of such Lender’s funded and unfunded LC Facility Commitments (which shall include the face amount of any issued and undrawn LC Facility Letters of Credit), in each case, payable to such Lender from the proceeds of its Term Loan as and when funded on the Closing Date. Such closing fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(f) In addition to any of the foregoing fees, the Borrower agrees to pay to the Arrangers and the Administrative Agent such other fees in the amounts and at the times separately agreed upon.

2.13 Scheduled Payments. The principal amounts of the Initial Term Loans shall be repaid in consecutive quarterly installments and at final maturity (each such payment, an “Installment”) in the aggregate amounts set forth below on the four quarterly scheduled Interest Payment Dates applicable to Term Loans, commencing:

Amortization Date	Initial Term Loan Installments
March 31, 2014	$1,350,000.00
June 30, 2014	$1,350,000.00
September 30, 2014	$1,350,000.00
December 31, 2014	$1,350,000.00
March 31, 2015	$1,350,000.00
June 30, 2015	$1,350,000.00

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Amortization Date	Initial Term Loan Installments
September 30, 2015	$1,350,000.00
December 31, 2015	$1,350,000.00
March 31, 2016	$1,350,000.00
June 30, 2016	$1,350,000.00
September 30, 2016	$1,350,000.00
December 31, 2016	$1,350,000.00
March 31, 2017	$1,350,000.00
June 30, 2017	$1,350,000.00
September 30, 2017	$1,350,000.00
December 31, 2017	$1,350,000.00
March 31, 2018	$1,350,000.00
June 30, 2018	$1,350,000.00
September 30, 2018	$1,350,000.00
December 31, 2018	$1,350,000.00
March 31, 2019	$1,350,000.00
June 30, 2019	$1,350,000.00
September 30, 2019	$1,350,000.00
December 31, 2019	$1,350,000.00
March 31, 2020	$1,350,000.00
June 30, 2020	$1,350,000.00
September 30, 2020	$1,350,000.00
Maturity Date for Initial Term Loans	Remainder

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Initial Term Loans in accordance with Sections 2.14, 2.15 and 2.16, as applicable; and (y) the Initial Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date with respect thereto. With respect to any Replacement Term Loans, Incremental Term Loans or Term Loans subject to an Extension, such Loans shall be repaid by the Borrower in the amounts and on the dates set forth in the Refinancing Amendment, Incremental Amendment or Extension Amendment, as applicable.

2.14 Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments of Loans.

(i) Any time and from time to time:

(1) with respect to Base Rate Loans, the Borrower may prepay any such Loans of any Class on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount;

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(2) with respect to Eurodollar Rate Loans, the Borrower may prepay any such Loans of any Class on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; and

(3) with respect to Swing Line Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount.

(ii) All such prepayments shall be made:

(1) upon written or telephonic notice on the date of prepayment, in the case of Base Rate Loans;

(2) upon not less than two Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

(3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to the Administrative Agent or the Swing Line Lender, as the case may be, by 3:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to the Administrative Agent (and the Administrative Agent will promptly transmit such original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each applicable Lender) or the Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger or acquisition transaction, in which case such notice of prepayment may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied or delayed in effectiveness. Any such voluntary prepayment shall be applied as specified in Section 2.16(a).

(b) Voluntary Commitment Reductions.

(i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice promptly confirmed by delivery of written notice thereof to the Administrative Agent (which original written notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, (1) the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction or (2) the LC Facility Commitments in an amount up to the amount by which the LC Facility Commitments exceed the LC Facility Letter of Credit Usage at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments or the LC Facility Commitments shall in each case be in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount.

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(ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments or the LC Facility Commitments, as applicable, shall be effective on the date specified in the Borrower’s notice and shall reduce the Revolving Commitment or LC Facility Commitment, as applicable, of each Lender proportionately to its Pro Rata Share thereof; provided that a notice of termination or partial reduction of the Revolving Commitments or the LC Facility Commitments may state that such notice is conditional upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger or acquisition transaction, in which case such notice of termination or partial reduction may be revoked or exteneded by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied or delayed in effectiveness.

(iii) Notwithstanding anything to the contrary herein, the Borrower shall not, on or prior to the first anniversary of the Closing Date, reduce, terminate or amend the LC Facility Commitments in whole or in part pursuant to a Repricing Transaction unless such Repricing Transaction is consummated concurrently with a Repricing Transaction in respect of the Initial Term Loans and otherwise complies with clause (c) of this Section 2.14.

(c) Repricing Transaction. In the event that, on or prior to the first anniversary of the Closing Date, all or any portion of the Initial Term Loans or LC Facility Commitments (i) are voluntarily prepaid or terminated or mandatorily prepaid pursuant to Section 2.15(c)(i) substantially concurrently with the incurrence of any long term Indebtedness or commitments in respect of any long term Indebtedness having a Weighted Average Yield that is less than the Weighted Average Yield of the Initial Term Loans (or portion thereof) or LC Facility Commitments (or portion thereof) so prepaid or terminated (other than any long term Indebtedness incurred in connection with any transaction that would, if consummated, constitute a Change of Control) or (ii) repriced or effectively refinanced through any waiver, consent or amendment to this Agreement the result of which would be the lowering of the Weighted Average Yield of the Initial Term Loans or LC Facility Commitments (or portion thereof) so repriced or refinanced (other than any lowering in connection with any transaction that would, if consummated, constitute a “Change of Control”) (a “Repricing Transaction”), such prepayment, repricing, termination or refinancing will be made at 101.0% of the principal amount of the Initial Term Loans and LC Facility Commitments so prepaid, repriced, terminated or refinanced. If all or any portion of the Initial Term Loans or LC Facility Commitments held by any Lender are prepaid or terminated, as applicable, pursuant to Section 2.24 as a result of, or in connection with, such Lender not agreeing or otherwise consenting to any waiver, consent or amendment referred to in clause (ii) above (or otherwise in connection with a Repricing Transaction), such prepayment will be made at 101.0% of the principal amount of the Initial Term Loans so prepaid or LC Facility Commitments so terminated, as applicable. It is expressly agreed that, notwithstanding anything to the contrary herein, no premium, penalty or call protection under this Section 2.14(c) shall be due in connection with a mandatory prepayment of the Loans of any Class required pursuant to Section 2.15 other than a mandatory prepayment required pursuant to Section 2.15(c)(i) as described above.

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2.15 Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales. Subject to Section 2.15(g), no later than the tenth Business Day following the date of receipt by any Intrawest Group Member of any Net Cash Proceeds from any Asset Sale, the Borrower shall prepay the Term Loans as set forth in Section 2.16(b) in an aggregate amount equal to such Net Cash Proceeds; provided, so long as no Event of Default under Section 7.1(a) or (f) shall have occurred and be continuing at the time such Net Cash Proceeds from Asset Sales are received, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to reinvest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower and its Subsidiaries (or to use such Net Cash Proceeds to replace assets Disposed of in such Asset Sale) or to enter into a binding commitment to acquire such assets within 365 days of receipt thereof so long as such assets are actually acquired within 545 days of receipt of such Net Cash Proceeds; provided further, that any Net Cash Proceeds not so reinvested shall be applied to the prepayment of the Term Loans as set forth in this Section 2.15(a) at the end of such reinvestment period; provided further, that no such Net Cash Proceeds received in connection with any Asset Sale and not reinvested pursuant to the first or second proviso above shall be required to be used to prepay the Term Loans until the aggregate amount of all such Net Cash Proceeds received and not reinvested during the term of this Agreement shall exceed $25,000,000 (the “Asset Sale Threshold Amount”) (and thereafter, only Net Cash Proceeds received and not reinvested in excess of such Asset Sale Threshold Amount shall be required to be used to prepay the Term Loans as set forth in Section 2.16(b)).

(b) Recovery Events. Subject to Section 2.15(g), no later than the tenth Business Day following the date of receipt by any Intrawest Group Member of any Net Cash Proceeds from any Recovery Event, the Borrower shall prepay the Term Loans as set forth in Section 2.16(b) in an aggregate amount equal to such Net Cash Proceeds; provided, so long as no Event of Default under Section 7.1(a) or (f) shall have occurred and be continuing, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to reinvest such Net Cash Proceeds within 365 days of receipt thereof in assets useful in the business of the Borrower and its Subsidiaries (or to use such Net Cash Proceeds to replace assets damaged or destroyed in connection with the property or casualty insurance claim or condemnation proceeding that is the basis for such Recovery Event) or to enter into a binding commitment to acquire such assets within 365 days of receipt thereof so long as such assets are actually acquired within 545 days of receipt of such Net Cash Proceeds; provided further, that any Net Cash Proceeds not so reinvested shall be applied to the prepayment of the Term Loans as set forth in this Section 2.15(b) at the end of such reinvestment period.

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(c) Issuance of Debt.

(i) Subject to Section 2.15(g) and clause (ii) of this Section 2.15(c), no later than the tenth Business Day following the date of receipt by any Intrawest Group Member of any Net Cash Proceeds from the incurrence by any Intrawest Group Member of any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 6.2 (other than any Credit Agreement Refinancing Indebtedness with respect to any of the Term Loans)), the Borrower shall prepay the Term Loans as set forth in Section 2.16(b) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(ii) Subject to Section 2.15(g), no later than the tenth Business Day following the date of receipt by any Intrawest Group Member of any Net Cash Proceeds from the incurrence of any Replacement Secured Financing pursuant to Section 6.2(u), the Borrower shall prepay the Term Loans as set forth in Section 2.16(b) in an aggregate amount equal to such Net Cash Proceeds; provided, so long as no Event of Default under Section 7.1(a) or (f) shall have occurred and be continuing at the time such Net Cash Proceeds from the incurrence of any Replacement Secured Financing are received, the Borrower shall have the option, directly or through one or more of its Subsidiaries, to reinvest such Net Cash Proceeds within 180 days of receipt thereof in assets useful in the business of the Borrower and its Subsidiaries or to enter into a binding commitment to acquire such assets within 180 days of receipt thereof so long as such assets are actually acquired within 270 days of receipt of such Net Cash Proceeds; provided further, that any Net Cash Proceeds not so reinvested shall be applied to the prepayment of the Term Loans as set forth in this Section 2.15(c)(ii) at the end of such reinvestment period; .

(d) Consolidated Excess Cash Flow. If, as of any Excess Cash Determination Date (commencing with November 30, 2014), the Excess Cash Flow Prepayment Amount exceeds $0, then on or before the next succeeding Excess Cash Flow Application Date, the Borrower shall prepay the Term Loans as set forth in Section 2.16(b) in an amount equal to (i) 100% of the Excess Cash Flow Prepayment Amount, minus (ii) the sum of (A) voluntary prepayments of Term Loans, except to the extent funded with Net Cash Proceeds of any borrowing or issuance of Indebtedness for borrowed money, and amounts paid by the Borrower in connection with any Borrower Loan Purchase and (B) repayments of Revolving Loans or Swing Line Loans but only to the extent the Revolving Commitments are permanently reduced in connection with such repayments, in each case made during the most recently ended four fiscal quarter period of Holdings ending on September 30; provided that, if the audited financial statements delivered pursuant to Section 5.1(a) for the fiscal year of Holdings during which such Excess Cash Determination Date occurs manifestly demonstrate that the Excess Cash Flow Prepayment Amount as of the most recent Excess Cash Determination Date would have been an amount in excess of the Excess Cash Flow Prepayment Amount actually applied to prepay the Loans if the Excess Cash Flow Prepayment Amount had been calculated based on the information set forth in such financial statements for the applicable period (the “True-Up Amount”), the Borrower shall, no later than thirty days after delivery of such audited financial statements, prepay the Term Loans in an aggregate amount equal to such True-Up Amount.

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(e) Revolving Loans, Swing Line Loans and Letters of Credit.

(i) Subject to clause (ii) below, the Borrower shall from time to time (x) prepay first, the Swing Line Loans, and second, the Revolving Loans and/or (y) Cash Collateralize the Revolving Facility Letters of Credit to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect.

(ii) If the Administrative Agent notifies the Borrower at any time that the Total Utilization of Revolving Commitments exceeds 103% of the Revolving Commitments then in effect solely as a result of fluctuations in the Dollar Equivalent of Revolving Facility Letters of Credit denominated in Canadian Dollars as determined by the Administrative Agent on any Revaluation Date, the Borrower shall repay Loans and/or Cash Collateralize Revolving Facility Letters of Credit within five Business Days after the date of such notification to the extent necessary to cause the Total Utilization of Revolving Commitments to no longer exceed the Revolving Commitments then in effect (and the Borrower shall not be required to make such repayment or Cash Collateralization to the extent the Total Utilization of Revolving Commitments no longer exceeds the Revolving Commitments then in effect as a result of fluctuations in currency values). If the Borrower is required to provide Cash Collateral under this clause (e)(ii), such amount shall be returned to the Borrower within five Business Days after the date that the Total Utilization of Revolving Commitments no longer exceeds the Revolving Commitments then in effect as a result of fluctuations in currency values, except to the extent applied to reimburse the Issuing Bank for drawings for which it has not been reimbursed.

(iii) Grant of Security Interest. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral delivered pursuant to Section 2.15(e)(i) or 2.15(e)(ii) as security for the Obligations in respect of the Revolving Facility Letters of Credit, to be applied pursuant to clause (iv) below. If at any time the Administrative Agent determines that such Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the amount required to be delivered pursuant to Section 2.15(e)(i) or 2.15(e)(ii), as applicable, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(iv) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under Section 2.15(e)(i) or 2.15(e)(ii) in respect of Revolving Facility Letters of Credit shall first be applied to reimburse the Issuing Bank for unreimbursed drawings in respect of such Revolving Facility Letters of Credit, second, be held for the satisfaction of the Obligations in respect of the Revolving Facility Letters of Credit, and third, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders holding participations in outstanding Revolving Facility Letters of Credit representing greater than 50% of the Dollar Equivalent of the aggregate undrawn amount of all outstanding Revolving Facility Letters of Credit), be applied to satisfy the Obligations.

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(v) Termination of Requirement. Without limiting the requirement to Cash Collateralize the applicable Issuing Bank’s Fronting Exposure with respect to any Defaulting Lender pursuant to Section 2.23(d), Cash Collateral (or the appropriate portion thereof) provided as sort forth in Section 2.15(e)(i) or 2.15(e)(ii) with respect to Revolving Facility Letters of Credit shall no longer be required to be held as Cash Collateral pursuant to Section 2.15(e)(i) or 2.15(e)(ii) and such Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrower (i) as set forth above in Section 2.15(e)(ii) or (ii) within three Business Days after the date that (A) the condition described above in Section 2.15(e)(i) is no longer applicable (subject to Section 2.15(e)(ii)) or (B) the Administrative Agent and the Issuing Bank have determined that there exists excess Cash Collateral.

(vi) Subject to clause (vii) below, the Borrower shall from time to time Cash Collateralize the LC Facility Letters of Credit to the extent necessary so that the LC Facility Letter of Credit Usage shall not at any time exceed the LC Facility Commitments then in effect.

(vii) If the Administrative Agent notifies the Borrower at any time that the LC Facility Letter of Credit Usage exceeds 103% of the LC Facility Commitments then in effect solely as a result of fluctuations in the Dollar Equivalent of LC Facility Letters of Credit denominated in Canadian Dollars as determined by the Administrative Agent on any Revaluation Date, the Borrower shall Cash Collateralize the Obligations with respect to LC Facility Letters of Credit within five Business Days after the date of such notification to the extent necessary to cause the LC Facility Letter of Credit Usage to no longer exceed the LC Facility Commitments then in effect (and the Borrower shall not be required to make such Cash Collateralization to the extent the LC Facility Letter of Credit Usage no longer exceeds the LC Facility Commitments then in effect as a result of fluctuations in currency values). If the Borrower is required to provide Cash Collateral under this clause (e)(vii), such amount shall be returned to the Borrower within five Business Days after the date that the LC Facility Letter of Credit Usage no longer exceeds the LC Facility Commitments then in effect as a result of fluctuations in currency values, except to the extent applied to reimburse the Issuing Bank for drawings for which it has not been reimbursed.

(viii) Grant of Security Interest. The Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Bank, and agrees to maintain, a first priority security interest in all such Cash Collateral delivered pursuant to Section 2.15(e)(vi) or 2.15(e)(vii) as security for the Obligations in respect of the Revolving Facility Letters of Credit, to be applied pursuant to clause (ix) below. If at any time the Administrative Agent determines that such Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the amount required to be delivered pursuant to Section 2.15(e)(vi) or 2.15(e)(vii), as applicable, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

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(ix) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under Section 2.15(e)(vi) or 2.15(e)(vii) in respect of LC Facility Letters of Credit shall first be applied to reimburse the Issuing Bank for unreimbursed drawings in respect of such LC Facility Letters of Credit, second, be held for the satisfaction of the Obligations in respect of the LC Facility Letters of Credit, and third, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders holding participations in outstanding LC Facility Letters of Credit representing greater than 50% of the Dollar Equivalent of the aggregate undrawn amount of all outstanding LC Facility Letters of Credit), be applied to satisfy the Obligations.

(x) Termination of Requirement. Without limiting the requirement to Cash Collateralize the applicable Issuing Bank’s Fronting Exposure with respect to any Defaulting Lender pursuant to Section 2.23(d), Cash Collateral (or the appropriate portion thereof) provided as sort forth in Section 2.15(e)(vi) or 2.15(e)(vii) with respect to LC Facility Letters of Credit shall no longer be required to be held as Cash Collateral pursuant to Section 2.15(e)(vi) or 2.15(e)(vii) and such Cash Collateral (to the extent not applied as aforesaid) shall be returned to the Borrower (i) as set forth above in Section 2.15(e)(vii) or (ii) within three Business Days after the date that (A) the condition described above in Section 2.15(e)(vi) is no longer satisfied (subject to Section 2.15(e)(vii)) or (B) the Administrative Agent and the Issuing Bank have determined that there exists excess Cash Collateral.

(f) Prepayment Certificate. Concurrently with any prepayment of the Term Loans pursuant to Sections 2.15(a) through 2.15(d), the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Excess Cash Flow Prepayment Amount, as the case may be. In the event that the Borrower shall subsequently determine that the actual amount required to be prepaid exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Term Loans in an amount equal to such excess, and the Borrower shall concurrently therewith deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower demonstrating the derivation of such excess.

(g) Pro Rata Sharing of Term Loan Prepayments. If at any time that any mandatory prepayment of the Term Loans is required pursuant to this Section 2.15 (other than with the proceeds of any Credit Agreement Refinancing Indebtedness), the Borrower is required to offer to purchase or prepay any Replacement Term Loans, Permitted First Priority Refinancing Debt, Incremental Term Loans or Incremental Equivalent Debt pursuant to the documentation governing such indebtedness with such Net Cash Proceeds or Excess Cash Flow Prepayment Amount, and such Indebtedness is secured on a pari passu basis with the Term Loan Facility, then the Borrower may apply such Net Cash Proceeds or Excess Cash Flow Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and other such Loans at such time); provided that (A) the portion of such Net Cash Proceeds allocated to such other Loans shall not exceed the amount of such Net Cash Proceeds required to be allocated to the prepayment of such other Loans pursuant to the terms of the documentation governing such other Loans, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the prepayment of the Term Loans in accordance with the terms hereof, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.15 shall be reduced accordingly, and (B) to the extent the holders of such other Loans decline to have such Loans repurchased or prepaid, the declined amount shall promptly (and in any event within 10 Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof.

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(h) Foreign Dispositions/Excess Cash Flow. Notwithstanding any other provision of this Section 2.15, (i) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary (a “Foreign Disposition”) or Excess Cash Flow Prepayment Amount attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Cash Proceeds or Excess Cash Flow Prepayment Amount so affected will not be required to be applied to prepay Term Loans at the times provided in this Section 2.15 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow Prepayment Amount that, in each case, would otherwise be required to be used to make a prepayment pursuant to this Section 2.15, is permitted under the applicable local law, such repatriation will be immediately effected and such repatriated Net Cash Proceeds or Excess Cash Flow Prepayment Amount will be promptly (and in any event not later than 10 Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the prepayment of the Term Loans pursuant to this Section 2.15 and (ii) to the extent that the Borrower has determined in good faith that repatriation to the United States of any of or all the Net Cash Proceeds of any Disposition by a Foreign Subsidiary or Excess Cash Flow Prepayment Amount attributable to Foreign Subsidiaries would have material adverse tax cost consequences (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow Prepayment Amount, such Net Cash Proceeds or Excess Cash Flow Prepayment Amount so affected may be retained by the applicable Foreign Subsidiary; provided that in the case of this clause (ii), on or before the date on which any such Net Cash Proceeds or any such Excess Cash Flow Prepayment Amount would have been required to be applied to prepayments pursuant to this Section 2.15, the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow Prepayment Amount to such reinvestments or prepayments, as applicable, as if such Net Cash Proceeds or Excess Cash Flow Prepayment Amount had been received by the Borrower rather than such Foreign Subsidiary, less the amount (the “Netted Tax Amount”) of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow Prepayment Amount had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow Prepayment Amount that would be calculated if received by such Foreign Subsidiary); provided that, to the extent that the repatriation of any Net Cash Proceeds or Excess Cash Flow Prepayment Amount from such Foreign Subsidiary would no longer have an adverse tax consequence, such Foreign Subsidiary shall promptly repatriate (and in any event not later than 10 Business Days after such repatriation) an amount equal to the Netted Tax Amount to the Borrower, which amount shall be applied by the Borrower to prepayment of the Term Loans in accordance with this Section 2.15.

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2.16 Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments. Any prepayment of any Loan pursuant to Section 2.14(a) shall be applied as specified by the Borrower in the applicable notice of prepayment; provided, in the event the Borrower fails to specify the Loans (or Class thereof) to which any such prepayment shall be applied, such prepayment shall be applied as follows:

(i) first, to repay outstanding Swing Line Loans to the full extent thereof;

(ii) second, to repay outstanding Revolving Loans pro rata among Classes of Revolving Loans to the full extent thereof; and

(iii) third, to prepay the Term Loans pro rata among Classes or Term Loans in direct order of maturity of the scheduled remaining Installments of principal of the Term Loans within each Class.

(b) Application of Mandatory Prepayments. Any amount required to be used to prepay the Term Loans pursuant to Sections 2.15(a) through 2.15(d) shall be applied to the Class of Term Loans specified by the Borrower in the applicable notice of prepayment in direct order of maturity of the scheduled remaining Installments of principal of such Class of Term Loans.

(c) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Term Loans are outstanding, in the event the Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Term Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower is required to make such Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Lender holding an outstanding Term Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option to refuse its Pro Rata Share of such Waivable Mandatory Prepayment (such refused amount of all such Lenders, the “Refused Proceeds”) by giving written notice to the Borrower and the Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify the Borrower and the Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower shall (i) pay to the Administrative Agent the amount of the Waivable Mandatory Prepayment, less the Refused Proceeds, which such remaining amount shall be applied to prepay the Term Loans of those Lenders that have elected not to exercise such option (which prepayment shall be applied to the scheduled Installments of principal of the Term Loans in accordance with Section 2.16(b)), and (ii) retain any Refused Proceeds or use such Refused Proceeds for any other purpose permitted hereunder.

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(d) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.19(c).

2.17 General Provisions Regarding Payments.

(a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars or Canadian Dollars, as applicable, in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 3:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c) The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due related thereto, including all fees payable with respect thereto, to the extent received by the Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

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(f) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 3:00 p.m. (New York City time) (unless a later time is otherwise specified herein with respect to such payment) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.11, if applicable, from the date such amount was due and payable until the date such amount is paid in full.

2.18 Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set off or banker’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.18 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

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2.19 Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that the Required Lenders shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Adjusted Eurodollar Rate”, the Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower.

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date (i) any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Administrative Agent is advised by the Required Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). If the Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) Lenders constituting Required Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Borrower shall have the option, subject to the provisions of Section 2.19(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.19(b) shall affect the obligation of any Lender other than an Affected lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

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(c) Compensation for Breakage or Non-Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts in reasonable detail), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.19 and under Section 2.20 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of “Adjusted Eurodollar Rate” in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.19 and under Section 2.20.

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2.20 Increased Costs; Capital Adequacy.

(a) Compensation for Increased Costs and Taxes. Subject to the provisions of Section 2.21 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(a)) shall reasonably determine (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) to any additional tax (other than taxes excluded from Section 2.21 pursuant to clauses (i) through (vii) of Section 2.21(a) and Non-Excluded Taxes and Other Taxes covered by Section 2.21) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”); or (iii) imposes any other condition (other than with respect to a tax matter) on or affecting such Lender (or its applicable lending office) or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender by a material amount of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) by a material amount with respect thereto; then, in any such case, the Borrower shall pay to such Lender, within thirty (30) days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.20(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, no Lender may demand compensation pursuant to this Section 2.20(a) unless it is then the general policy of such Lender to pursue similar compensation in similar circumstances under comparable provisions of other credit agreements.

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(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(b)) shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase in or applicability of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof, has or would have the effect of reducing the rate of return on the capital of such Lender by a material amount as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender with regard to capital adequacy), then from time to time, within thirty (30) days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.20(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. For the avoidance of doubt, subsections (a) and (b) of this Section 2.20 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented. Notwithstanding the foregoing, no Lender may demand compensation pursuant to this Section 2.20(b) unless it is then the general policy of such Lender to pursue similar compensation in similar circumstances under comparable provisions of other credit agreements.

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2.21 Taxes. (a) All payments made by or on behalf of any Loan Party to the Administrative Agent, the Arrangers or any Lender or other Secured Party under any Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income, net profit, branch profits, and franchise taxes (imposed in lieu of the foregoing) imposed on the Administrative Agent, the Arrangers or any Lender as a result of (x) the Administrative Agent, the Arrangers or any Lender being organized under the laws of, or having its principal office located in, the jurisdiction of the Governmental Authority imposing such tax, or (y) a present or former connection between the Administrative Agent, the Arrangers or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection that would not have arisen but for and solely as a result of the Administrative Agent’s, the Arrangers’ or such Lender’s (as applicable) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document); (ii) taxes attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section; (iii) other withholding taxes imposed by the United States, except to the extent they would not have been imposed but for and solely as a result of a change in applicable Law occurring (x) after the date that such Person became a party to this Agreement, or (y) with respect to an assignment, acquisition, designation of a new applicable lending office or the appointment of another agent for purposes of receiving payments hereunder or other transfer, after the effective date thereof, except to the extent that any predecessor to such Person’s assigned interest was entitled to such amounts (or in the case of a designation of a new applicable lending office, to the extent such Person was entitled to such amounts with respect to its prior applicable lending office); (iv) United States backup withholding taxes under Section 3406 of the Code; (v) taxes that would not have been imposed but for a failure by the Administrative Agent, the Arrangers or a Lender (or any financial institution through which any payment is made to such Lender) to comply with the applicable requirements of Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) or any agreement entered into pursuant to Section 1471(b) of the Code, or any applicable Treasury regulations promulgated thereunder or official interpretations thereof (such Code provisions, regulations and interpretations, collectively, “FATCA”); and (vi) taxes that are attributable solely to a Lender’s, the Administrative Agent’s or the Arrangers’ (as applicable) gross negligence or willful misconduct. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings and all liabilities (including penalties, interest and additions to tax) with respect thereto (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from or are otherwise imposed on any amounts payable to the Administrative Agent, the Arrangers or any Lender hereunder, the amounts so payable by or on behalf of any Loan Party to the Administrative Agent, the Arranger or such Lender shall be increased to the extent necessary to yield to the Administrative Agent, the Arrangers or such Lender (after payment of all Non-Excluded Taxes and Other Taxes and deductions and withholdings applicable to additional amounts payable under this Section 2.21) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.

(b) In addition, the Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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(c) Whenever any Non-Excluded Taxes or Other Taxes are payable or remittable by a Loan Party, as promptly as possible thereafter the Loan Party shall send to the Administrative Agent, the Arrangers or relevant Lender, as the case may be, a certified copy of an original official receipt received by the Loan Party or other reasonably satisfactory evidence showing payment thereof. The Loan Parties shall indemnify the Administrative Agent, the Arrangers or the relevant Lender for the full amount of Non-Excluded Taxes or Other Taxes (including any Non-Excluded Taxes and Other Taxes imposed on amounts payable under this Section 2.21) paid by such Administrative Agent, the Arrangers or relevant Lender, as the case may be, and any liability (including penalties, interest and reasonable expenses) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted by the relevant taxing authority or other Governmental Authority. Such indemnification shall be made within 30 days after the date the Administrative Agent, the Arrangers or any relevant Lender, as the case may be, makes written demand therefore (which demand shall set forth in reasonable detail the nature and amount of Non-Excluded Taxes and Other Taxes for which indemnification is being sought). If the Administrative Agent, the Arrangers or a Lender determines, in its sole discretion, that it has received a refund of any taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.21(c), it shall pay such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section 2.21(c) with respect to the taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, the Arrangers or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of the Administrative Agent, the Arrangers or such Lender, agrees to repay the amount paid over to the Loan Party (plus interest attributable to the period during which the Loan Party held such funds and any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, the Arrangers or such Lender in the event the Administrative Agent, the Arrangers or such Lender, as the case may be, is required to repay such refund to such Governmental Authority. This Section 2.21(c) shall not be construed to require the Administrative Agent, the Arrangers or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person. The agreements in this Section 2.21 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Each Lender, to the extent such Lender is not a “U.S. person” (as such term is defined in Section 7701(a)(30) of the Code), including, to the extent applicable, the Arrangers and the Administrative Agent (and any Transferee) shall deliver to the Borrower and the Administrative Agent (and, in the case of a Participant, to the Lender from which the related participation shall have been purchased) whichever of the following is applicable:

(i) duly completed copies of IRS Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party and which provides for an exemption from or reduction in United States federal withholding tax,

(ii) duly completed copies of IRS Form W-8ECI (or any successor form),

(iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate in substantially the form of Exhibit E-1, to the effect that such Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code, and (4) was not engaged in a conduct of a trade or business within the United States to which the interest payment is effectively connected, and (B) duly completed copies of IRS Form W-8BEN;

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(iv) to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or participating Lender granting a typical participation), a complete and executed IRS Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, a certificate in substantially the form of Exhibit E-2, E-3, or E-4, as applicable, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that, if the Lender is a partnership (and not a participating Lender) and one or more partners of such Lender are claiming the portfolio interest exemption, such Lender shall provide a certificate, in substantially the form of Exhibit E-2 or E-4, as applicable, on behalf of such beneficial owner(s) in lieu of requiring each beneficial owner to provide its own certificate; provided, further, that a Person that may be treated as an “exempt recipient” (within the meaning of Treasury Regulations Section 1.6049-4(c)(1)(ii) (without regard to the third sentence thereof) shall not be required to deliver an IRS Form W-9, except to the extent necessary to avoid U.S. withholding taxes under Treasury Regulations Section 1.1441-1; or

(v) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding tax on payments under this Agreement and the other Loan Documents duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

To the extent a Lender is a “U.S. person” (as defined in Section 7701(a)(30) of the Code), such Lender shall deliver to the Borrower and the Administrative Agent (and, in the case of a Participant, to the Lender from which the related participation shall have been purchased) duly completed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax.

Such forms shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation). In addition, each Lender and the Arrangers shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Person and at such other times as may be reasonably requested by the Borrower or the Administrative Agent. Each Lender and the Arrangers shall promptly notify the Administrative Agent and the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Lender, the Arrangers and the Administrative Agent shall not be required to deliver any form pursuant to this paragraph that such Lender or the Administrative Agent is not legally able to deliver.

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(e) A Lender (and to the extent applicable, the Administrative Agent and the Arrangers) that is entitled to an exemption from or reduction of non-U.S. withholding tax under the Law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent and the Arrangers), upon the reasonable request of the Borrower, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate; provided that such Lender (and to the extent applicable, the Administrative Agent) is legally entitled to complete, execute and deliver such documentation and in such Lender’s (and to the extent applicable, the Administrative Agent’s) reasonable judgment such completion, execution or submission would not subject such Lender (or to the extent applicable, the Administrative Agent) to any material unreimbursed cost or expense or materially prejudice the legal position of such Lender (or to the extent applicable, the Administrative Agent). In addition, each Lender and the Arrangers shall deliver such requested documentation promptly upon the obsolescence or invalidity of any document previously delivered by such Person and at such other times as may be reasonably requested by the Borrower or the Administrative Agent. Each Lender and the Arrangers shall promptly notify the Administrative Agent and the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower. Notwithstanding anything to the contrary in this Section (e), the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f) If a payment made to the Arrangers or any Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if the Arrangers or such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), the Arrangers or such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that the Arrangers or such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purpose of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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2.22 Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.22) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.19, 2.20 or 2.21, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.19, 2.20 or 2.21 would be reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.22 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.22 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error. The Borrower shall not be required to make any payments to any Lender under Section 2.19, 2.20 or 2.21 for any costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such costs or reductions and of such Lender’s intention to claim compensation therefor; provided that if the event giving rise to such costs or reductions is given retroactive effect, then the 180-day period referred to above shall be extended to include the period of retroactive effect therefor.

2.23 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Swing Line Lender hereunder; third, to Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.23(d); fourth, as the Borrower may request (so long as no Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.23(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or reimbursement obligations with respect to Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied and waived, such payment shall be applied solely to pay the Loans of, and reimbursement obligations with respect to Letters of Credit owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or reimbursement obligations with respect to Letters of Credit owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the applicable Commitments without giving effect to Section 2.23(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.23(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(ii) Certain Fees.

(1) No Defaulting Lender shall be entitled to receive any fee pursuant to Sections 2.12(a) or 2.12(b) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided such Defaulting Lender shall be entitled to receive fees pursuant to Sections 2.12(a)(ii) and 2.12(b)(ii) for any period during which that Lender is a Defaulting Lender only to extent allocable to its Pro Rata Share of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.23(d).

(2) With respect to any fees not required to be paid to any Defaulting Lender pursuant to clause (1) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iii) below, (y) pay to the Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iii) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), (y) such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment and (z) such reallocation does not cause the aggregate LC Facility Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s LC Facility Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

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(iv) Cash Collateral. If the reallocation described in clause (iii) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, Cash Collateralize the Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.23(d).

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent and each Swing Line Lender and Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held pro rata by the Lenders in accordance with the applicable Commitments (without giving effect to Section 2.23(a)(iii), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

(c) New Letters of Credit. So long as any Lender is a Defaulting Lender the Issuing Bank shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that the participations in any existing Letters of Credit as well as the new, extended, renewed or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders in a manner consistent with clause (a)(iii) above and such Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.23(d).

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(d) Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or the Issuing Bank (with a copy to the Administrative Agent) the Borrower shall Cash Collateralize the Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.23(a)(iii) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount.

(i) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grant to the Administrative Agent, for the benefit of the Issuing Bank, and agree to maintain, a first priority security interest in all such Cash Collateral as security for the Defaulting Lenders’ obligation to fund participations in respect of Letters of Credit, to be applied pursuant to clause (ii) below. If at any time the Administrative Agent determines that such Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent and the Issuing Bank as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).

(ii) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.23 in respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s obligation to fund participations in respect of Letters of Credit (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(iii) Termination of Requirement. Without limiting the requirement to Cash Collateralize the applicable Issuing Bank’s Fronting Exposure with respect to any Defaulting Lender pursuant to Section 2.23(d), Cash Collateral (or the appropriate portion thereof) provided to reduce Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this Section 2.23 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided that, subject to the other provisions of this Section 2.23, the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; provided further that to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

(iv) Lender Counterparties. So long as any Lender is a Defaulting Lender, such Lender shall not be a Lender Counterparty with respect to any Hedge Agreement entered into while such Lender was a Defaulting Lender.

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2.24 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.19, 2.20 or 2.21, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.23(b) within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.1 (other than with respect to clause (ix) of Section 9.1) or in connection with any Extension, the consent of Required Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required (or, in the case of an Extension, whose consent is required in order to extend the maturity date of all Loans or Commitments of such Class) shall not have been obtained; then, with respect to each such Increased Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments and LC Facility Commitments, if any, in full to one or more Persons permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6 (each a “Replacement Lender”) and the Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, (1) on the date of such assignment, such Terminated Lender shall have received payment from the Replacement Lender or the Borrower in an amount equal to the sum of (A) the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.12; (2) in the case of any such assignment resulting from a claim for compensation under Section 2.19(c), 2.20 or 2.21, such assignment will result in a material reduction in such compensation and on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.19(c), 2.20 or 2.21; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled or Cash Collateralized in an amount equal to the Minimum Collateral Amount with respect to such Letter of Credit or the Issuing Bank has otherwise entered into arrangements satisfactory to it and the Borrower with respect to such Letter of Credit. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments and LC Facility Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if the Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6; provided that each party hereto agrees that an assignment required pursuant to this Section 2.24 may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and that the Lender required to make such assignment need not be a party thereto, and each Lender hereby authorizes and directs the Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by the Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.

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2.25 Extensions of Loans.

(a) The Borrower may from time to time, pursuant to the provisions of this Section 2.25, agree with one or more Lenders holding Loans or Commitments of any Class to extend the maturity date (the original maturity date in respect of any such Class, an “Original Maturity Date”) and otherwise modify the economic terms of any such Class or any portion thereof (including, without limitation, by changing the interest rate or fees payable and/or modifying the amortization schedule or call premium in respect of any Loans of such Class or any portion thereof) (each such modification, an “Extension”) pursuant to one or more written offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans and Commitments of each Lender in such Class) and on the same terms to each such Lender. In connection with each Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 10 days (or such shorter period as the Administrative Agent may agree) prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans and/or Commitments of each such Class (each, an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension Offer. After giving effect to any Extension, the Loans or Commitments, as applicable, so extended shall cease to be a part of the Class they were a part of immediately prior to the Extension (the “Original Class”) and shall be a new Class hereunder (the portion of such Original Class that is extended, the “Extended Class,” and the portion of such Original Class that is not extended, the “Non-Extended Class”).

(b) Each Extension shall be subject to the following:

(i) except as to interest rate margins, interest rate floors, fees, original issue discount, call protection, scheduled amortization, voluntary and mandatory prepayments and final maturity date (which shall, subject to clause (ii) below, be determined by the Borrower and set forth in the relevant Extension Offer), the Loans or Commitments, as applicable, of any Lender extended pursuant to any Extension shall have the same terms as the Loans or Commitments, as applicable, subject to the related Extension Offer, except to the extent necessary to provide for covenants and other terms applicable to any period after the Maturity Date of such Class in effect immediately prior to such Extension (other than that applicable to the Commitments or Loans subject to such Extension);

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(ii) the Extended Maturity Date of any Loans or Commitments, as applicable, of a Class being extended pursuant to an Extension shall be later than the Maturity Date of such Class, and the weighted average life to maturity of any Loans or Commitments, as applicable, of a Class being extended pursuant to an Extension shall be no shorter than the weighted average life to maturity of such Class;

(iii) the Loans or Commitments being extended pursuant to an Extension may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Extension Amendment;

(iv) if the aggregate principal amount of Loans or Commitments, as applicable, of a Class in respect of which Lenders shall have accepted an Extension Offer exceeds the maximum aggregate principal amount of Loans or Commitments, as the case may be, of such Class offered to be extended by the Borrower pursuant to the relevant Extension Offer, then such Loans or Commitments, as applicable, of such Class shall be extended ratably up to such maximum amount based on the relative principal amounts thereof (not to exceed any Lender’s actual holdings of record) with respect to which such Lenders accepted such Extension Offer;

(v) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent;

(vi) any applicable Minimum Extension Condition (as defined below) shall be satisfied; and

(vii) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 4.2 shall be satisfied (with all references in such Section to a Credit Date being deemed to be references to the Extension on the applicable date of such Extension), and the Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by a Responsible Officer of the Borrower.

(c) The consummation and effectiveness of any Extension will be subject to a condition set forth in the relevant Extension Offer (a “Minimum Extension Condition”) that Lenders of the applicable Class holding a minimum amount of the Loans (to be determined in the Borrower’s discretion and specified in the relevant Extension Offer but in no event less than $5,000,000 unless another amount is agreed to by the Administrative Agent) accept such Extension Offer. For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.18 and Section 9.1 will not apply to Extensions of any Loans or Commitments, as applicable, pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Loans or Commitments, as applicable, that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans or Commitments, as applicable, of any other Class, in each case as is set forth in the relevant Extension Offer.

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(d) On the Original Maturity Date, with respect to each Lender’s Loans or Commitments under any Non-Extended Class, immediately upon the repayment of all amounts owing to such Lender in respect of such Non-Extended Class and the termination of such Lender’s Commitments, if any, thereunder (the “Terminated Loans/Commitments”), at the Borrower’s election (upon prior written notice to the Administrative Agent), such Terminated Loans/Commitments may be deemed to be reallocated, in whole or in part, to one or more Persons who agree to provide Loans or Commitments (“Replacement Loans/Commitments”) hereunder having the same terms and conditions as the Extended class and who are permitted to become Lenders hereunder pursuant to and in accordance with the provisions of Section 9.6, and at all times thereafter, such Replacement Loans/Commitments shall be deemed to be Loans and/or Commitments, as applicable, of the Extended Class; provided that, for the avoidance of doubt, in no event shall the aggregate principal amount of such Replacement Loans/Commitments exceed the aggregate principal amount of Terminated Loans/Commitments with respect to the related Non-Extended Class.

(e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Loan Documents as may be necessary in order establish new Classes of Loans or Commitments, as applicable, created pursuant to an Extension (including any Replacement Loans/Commitments established on any Original Maturity Date pursuant to clause (d) above), in each case on terms consistent with this Section 2.25. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.25 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions received from such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, the appropriate Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage (or any other Security Document that the Administrative Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to the Administrative Agent).

(f) In connection with any Extension, the Borrower shall provide the Administrative Agent at least 10 days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, the Administrative Agent to accomplish the purposes of this Section 2.25.

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2.26 [Reserved].

2.27 Incremental Facility.

(a) Incremental Term Loans. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), to request one or more (i) additional tranches of term loans of the same Class as any existing Class of term loans hereunder or a new Class of term loans (“Incremental Term Loans”) or (ii) incurrences of Incremental Equivalent Debt, in an aggregate principal amount for all such Incremental Term Loans and incurrences of Incremental Equivalent Debt of up to the Incremental Amount.

(b) Terms and Conditions. The following terms and conditions shall apply to any Incremental Term Loans or Incremental Equivalent Debt: (i) as of the date of incurrence of such Incremental Term Loans or Incremental Equivalent Debt, no event shall have occurred and be continuing or would result from such incurrence that would constitute an Event of Default, (ii) as of the date of incurrence of such Incremental Term Loans or Incremental Equivalent Debt, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided further that, if such Incremental Term Loans or Incremental Equivalent Debt is being incurred in connection with a Permitted Acquisition, if agreed by the lenders or holders, as the case may be, providing such Incremental Term Loans or holders of such Incremental Equivalent Debt, the representations and warranties for which accuracy as of the date of incurrence of such Incremental Term Loans or Incremental Equivalent Debt is required may be limited to a subset of representations and warranties to be agreed by the Borrower and such additional lenders and the reference to “Material Adverse Effect” in such representations and warranties shall be understood for this purpose to refer to “Material Adverse Effect” or similar definition in the main transaction agreement governing such Permitted Acquisition, (iii) the final maturity date of any Incremental Term Loans or Incremental Equivalent Debt shall not be earlier than the Latest Maturity Date then in effect with respect to the Term Loans, and the weighted average life to maturity of such Incremental Term Loans or Incremental Equivalent Debt shall be no shorter than the weighted average life to maturity of the Term Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans), (iv) in the case of Incremental Term Loans and Incremental Equivalent Debt that is secured on a pari passu basis to the Term Loans, the Weighted Average Yield (excluding any customary arrangement or similar fees in connection therewith that are not paid to all of the participant lenders) to the participating lenders in respect of any Incremental Term Loans or Incremental Equivalent Debt (other than Incremental Equivalent Debt that is unsecured) shall not exceed the Weighted Average Yield for the existing Term Loans by more than 50 basis points; provided that if the Weighted Average Yield in respect of such Incremental Term Loans or Incremental Equivalent Debt does so exceed the Weighted Average Yield applicable to the existing Term Loans, the Applicable Margin with respect to the existing Term Loans shall be increased so that the Weighted Average Yield in respect of such Incremental Term Loans or Incremental Equivalent Debt is no more than 50 basis points higher than the Weighted Average Yield for the existing Term Loans, and (v) the Incremental Term Loans shall be on the same terms as the existing Term Loans, except with respect to changes to maturity, amortization, call protection, mandatory and voluntary prepayments, interest rate floors, Applicable Margin, original issue discount and upfront or other fees permitted by clauses (iii) and (iv) above. Incremental Term Loans and Incremental Equivalent Debt that ranks pari passu in right of security with the Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Amendment.

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(c) Participation and Documentation. Incremental Term Loans and Incremental Equivalent Debt may be provided by any existing Lender (provided that no existing Lender shall have any obligation to provide any portion of any Incremental Term Loans or Incremental Equivalent Debt) or by any other Person; provided that, in the case of Incremental Term Loans, such other Person is permitted to become a Lender hereunder pursuant to and in accordance with the provisions of Section 9.6. Incremental Term Loans shall be made pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender or other Person agreeing to provide such Incremental Term Loans and the Administrative Agent. Such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents (including any intercreditor agreement then in effect) as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section.

2.28 Refinancing Facilities.

(a) This Agreement may be amended with the written consent of the Administrative Agent, the Swing Line Lender, the Issuing Bank, Holdings, the Borrower and the Lenders providing the Replacement Revolving Commitments (as defined below) to permit the refinancing of all or any portion of the outstanding Revolving Commitments (the “Refinanced Revolving Commitments”) with replacement revolving commitments (the “Replacement Revolving Commitments”) hereunder; provided that (i) the aggregate principal amount of such Replacement Revolving Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Commitments (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon), (ii) such Replacement Revolving Commitments shall have a maturity date that is not prior the maturity date of the Refinanced Revolving Commitments, (iii) the Applicable Margin (or similar interest rate spread applicable to such Replacement Revolving Commitments), interest rate floors, upfront fees, original issue discount, call protection and commitment or similar fees with respect to such Replacement Revolving Commitments shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Commitments; (iv) such Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the Revolving Loans and Revolving Commitments hereunder, (v) all other terms applicable to such Replacement Revolving Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Commitments, than those applicable to such Refinanced Revolving Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Revolving Commitments in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Commitments) and (vi) the proceeds of such Replacement Revolving Commitments shall be applied, substantially concurrently with the incurrence thereof, to the reduction of Refinanced Revolving Commitments (and repayment of Revolving Loans outstanding thereunder) pursuant to Section 2.14.

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(b) This Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or any portion of the outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan (“Replacement Term Loans”) hereunder; provided that (i) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon), except pursuant to an Incremental Term Loan consummated in accordance with Section 2.27, (ii) the Applicable Margin (or similar interest rate spread applicable to such Replacement Term Loans), interest rate floors, upfront fees, original issue discount, call protection, scheduled amortization and voluntary and mandatory prepayments with respect to such Replacement Term Loans shall be as agreed by the Borrower and the Lenders providing such Replacement Term Loans, (iii) the weighted average life to maturity of such Replacement Term Loans shall not be shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the Term Loans) and will have a maturity date that is not prior to the maturity date of the Refinanced Term Loans, (iv) such Replacement Term Loans shall rank pari passu in right of payment and of security with the Term Loans hereunder, (v) if applicable, the Borrower shall have paid the prepayment premium pursuant to Section 2.14(c) in respect of the Refinanced Term Loans, (vi) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing (other than that applicable to such Refinanced Term Loans) and (vii ) the proceeds of such Replacement Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the reduction of Refinanced Term Loans pursuant to Section 2.14. Replacement Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of any Term Loans hereunder, as specified in the applicable Refinancing Amendment.

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(c) This Agreement may be amended with the written consent of the Administrative Agent, the Issuing Bank, Holdings, the Borrower and the Lenders providing the Replacement LC Commitments (as defined below) to permit the refinancing of all or any portion of the outstanding LC Facility Commitments (the “Refinanced LC Commitments”) with replacement letter of credit facility commitments (the “Replacement LC Commitments”) hereunder; provided that (i) the aggregate principal amount of such Replacement LC Commitments shall not exceed the aggregate principal amount of such Refinanced LC Commitments (plus any related fees and expenses and other amounts paid, unpaid accrued interest and premium thereon), (ii) such Replacement LC Commitments shall have a maturity date that is not prior the maturity date of the Refinanced LC Commitments, (iii) the letter of credit, fronting and commitment fees and interest rate floors, upfront fees, original issue discount and call protection with respect to such Replacement LC Commitments (or similar payments applicable to the issuance of letters of credit under such Replacement LC Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement LC Commitments; (iv) obligations under such Replacement LC Commitments shall rank pari passu in right of payment and of security with the obligations under the LC Facility Commitments hereunder, (v) all other terms applicable to such Replacement LC Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement LC Commitments, than those applicable to such Refinanced LC Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the LC Facility Commitments in effect immediately prior to such refinancing (other than that applicable to such Refinanced LC Commitments) and (vi) the proceeds of such Replacement LC Commitments shall be applied, substantially concurrently with the incurrence thereof, to the reduction of Refinanced LC Commitments (and replacement or Cash Collateralization of outstanding letters of credit thereunder) pursuant to Section 2.14.

(d) Each of the parties hereto hereby agrees that, upon the effectiveness of any amendment to this Agreement pursuant to clause (a), (b) or (c) above or in connection with any Credit Agreement Refinancing Indebtedness (a “Refinancing Amendment”), this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Replacement Revolving Commitments, Replacement Term Loans, Replacement LC Commitments or Credit Agreement Refinancing Indebtedness incurred pursuant thereto. Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents solely as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. In addition, if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank, participations in Letters of Credit expiring on or after the Maturity Date with respect to the Revolving Facility or the LC Facility shall be reallocated from Lenders holding Revolving Commitments or LC Facility Commitments, as applicable, to Lenders holding Replacement Revolving Commitments or Replacement LC Commitments, as applicable, in accordance with the terms of such Refinancing Amendment; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Commitments or LC Facility Commitments, as applicable, be deemed to be participation interests in respect of such Revolving Commitments or LC Facility Commitments, as applicable, and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

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(e) No Refinancing Amendment shall become effective unless, on the proposed effective date of such Refinancing Amendment, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of such date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

(f) This Section 2.28 shall supersede any provisions in Sections 2.18 or 9.1 to the contrary.

Section 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent, the Issuing Bank and the Lenders to enter into this Agreement and to make the Loans and issue the Letters of Credit, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent, the Issuing Bank and each Lender that:

3.1 Financial Condition. The audited consolidated balance sheet of New Cayman LP and its consolidated Subsidiaries as at June 30, 2013, and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG LLP, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, present fairly in all material respects the consolidated financial condition of New Cayman LP as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of New Cayman LP and its consolidated Subsidiaries as at September 30, 2013, and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the fiscal quarter ended on such date, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, present fairly in all material respects the consolidated financial condition of New Cayman LP as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

3.2 No Change. Since June 30, 2013, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

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3.3 Corporate Existence; Compliance with Law. Each Intrawest Group Member (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, (b) has the organizational power and authority to own and operate its Property, to lease the Property it leases as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and in good standing under the laws of each jurisdiction (if applicable) where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law, except, in the case of clause (a) with respect to any Intrawest Group Member other than the Loan Parties and in the cases of clauses (b), (c) and (d) above, to the extent that failure of the same could not reasonably be expected to have a Material Adverse Effect.

3.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the requisite corporate or other organizational power and authority to make, deliver and perform the Loan Documents to which it is a party. Each Loan Party has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party. No material consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or the execution, delivery or performance of this Agreement or any of the other Loan Documents, except (i) those consents, authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) those consents, authorizations, filings and notices, the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and (iii) the filings or other actions referred to in Section 3.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto and constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

3.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate in any material respect any Requirement of Law (except this shall not apply to tax, employee benefit or environmental matters, which are covered exclusively by Sections 3.10, 3.13 and 3.17, respectively) or any Contractual Obligation of any Intrawest Group Member, other than any violation that could not reasonably be expected to have a Material Adverse Effect, and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents and Liens permitted by Section 6.3).

3.6 No Material Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or against Holdings, the Borrower or any of their respective Subsidiaries or against any of their respective properties or revenues, or with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, that could reasonably be expected to have a Material Adverse Effect.

3.7 No Default. No Default or Event of Default has occurred and is continuing.

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3.8 Ownership of Property; Liens. Each of the Intrawest Group Members has title in fee simple or good and valid title, as the case may be, to, or a valid leasehold interest in, or easements or other limited property interests in, all its real or immoveable property necessary in the ordinary conduct of its business, and good title to, or a valid leasehold interest in, or valid license of or other right to use, all its other Property necessary for the conduct of its business as currently conducted, in each case except where the failure to have such title, interest, license or right could not reasonably be expected to have a Material Adverse Effect, and none of such Property is subject to any Lien except as permitted by Section 6.3.

3.9 Intellectual Property. Each of the Intrawest Group Members owns, or is licensed or otherwise has the right to use, all Intellectual Property necessary for the conduct of its business as currently conducted except to the extent such failure could not reasonably be expected to have a Material Adverse Effect. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Holdings or the Borrower know of any valid basis for any such claim, except to the extent that any such claim could not reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and the Borrower, the use of Intellectual Property by the Intrawest Group Members does not infringe on the Intellectual Property rights of any Person in any material respect, except for such infringements which could not reasonably be expected to have a Material Adverse Effect.

3.10 Taxes. Each of the Intrawest Group Members has filed or caused to be filed all federal and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns (other than (i) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Intrawest Group Member or (ii) where the failure to make such filing, payment, deduction, withholding, collection or remittance could not reasonably be expected to have a Material Adverse Effect); and no tax Lien has been filed (except to the extent permitted by Section 6.3 hereof), and, to the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge except, in each case, as could not reasonably be expected to result in a Material Adverse Effect.

3.11 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for any purpose that violates the provisions of Regulation U.

3.12 Labor Matters. There are no strikes or other labor disputes against any Intrawest Group Member pending or, to the knowledge of Holdings or the Borrower, threatened that could reasonably be expected to have a Material Adverse Effect. All payments due from the Intrawest Group Members on account of employee health and welfare insurance that could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the relevant Intrawest Group Member.

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3.13 ERISA. Except with respect to the Winter Park Recreational Association Pension Plan, as of the date hereof, there are and there have been no Pension Plans or Multiemployer Plans. With respect to the Winter Park Recreational Association Pension Plan, neither a Reportable Event nor any failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA has occurred during the five-year period prior to the date on which this representation is made or deemed made and the Winter Park Recreational Association Pension Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code. No termination of the Winter Park Recreational Association Pension Plan has occurred, and no Lien in favor of the PBGC or the Winter Park Recreational Association Pension Plan has arisen, during such five-year period. The present value of all accrued benefits under the Winter Park Recreational Association Pension Plan (based on those assumptions used to fund the Winter Park Recreational Association Pension Plan) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of the Winter Park Recreational Association Pension Plan allocable to such accrued benefits by a material amount. None of the Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA.

3.14 Investment Company Act. No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

3.15 Subsidiaries. (a)  The Subsidiaries (including Unrestricted Subsidiaries) listed on Schedule 3.15 constitute all the Subsidiaries (including Unrestricted Subsidiaries) of Holdings and the Borrower as of the Closing Date. Schedule 3.15 sets forth as of the Closing Date the name and jurisdiction of incorporation or organization of each Subsidiary (including each Unrestricted Subsidiary) and, as to each Subsidiary (including each Unrestricted Subsidiary), the percentage of each class of Capital Stock owned by the applicable Intrawest Group Member.

(b) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments granted to any Person other than Holdings, the Borrower or any Subisidary of the Borrower (other than Management Equity and directors’ qualifying shares or other similar shares required pursuant to applicable Law) of any nature relating to any Capital Stock of Holdings or the Borrower or any Capital Stock of any Subsidiary owned directly or indirectly by the Borrower; provided that, with respect to any non-Wholly-Owned Subsidiary, its Capital Stock may be subject to customary rights of first refusal, tag-along, drag-along and other similar rights.

3.16 Use of Proceeds. The proceeds of the Loans shall be used for the purposes set forth in Section 2.7.

3.17 Environmental Matters. Other than exceptions to any of the following that could not reasonably be expected to result in a Material Adverse Effect:

(a) The Borrower and its Subsidiaries: (i) are in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (iii) are in compliance with all of their Environmental Permits; (iv) have taken reasonable steps to ensure each of their Environmental Permits will be timely maintained, renewed and complied with, any additional Environmental Permits that may be required of any of them will be timely maintained, obtained and complied with, and compliance with any Environmental Law that is or is reasonably expected to become applicable to any of them will be timely attained and maintained; and (v) have no knowledge of any facts or circumstances upon which any such Environmental Permits could reasonably be expected to be adversely amended or revoked.

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(b) Hazardous Materials are not present at, on, under, in, or emanating from any property now or, to the knowledge of the Borrower, formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower, at any other location (including, without limitation, any location to which Hazardous Materials have been sent for reuse or recycling or for treatment, storage, or disposal) which could reasonably be expected to (i) give rise to liability of the Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in costs to the Borrower or any of its Subsidiaries, or (ii) interfere with the Borrower’s or any of its Subsidiaries’ continued operations.

(c) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which the Borrower or any of its Subsidiaries is, or to the knowledge of the Borrower or any of its Subsidiaries will be, named as a party that is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened. To the knowledge of the Borrower or any of its Subsidiaries, there are no facts or circumstances that could reasonably be expected to give rise to any such proceeding.

(d) None of the Borrower or any of its Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or any similar Environmental Law, or with respect to any Hazardous Materials and, to the knowledge of the Borrower and its Subsidiaries, there are no facts or circumstances which could reasonably be expected to give rise to any such request or notification.

(e) None of the Borrower or any of its Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.

(f) None of the Borrower or any of its Subsidiaries has assumed or retained, by contract, conduct or operation of law, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Hazardous Materials.

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3.18 Accuracy of Information, Etc. No statement or information contained in this Agreement, any other Loan Document, or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, when taken as a whole, contained as of the date such statement, information, document or certificate was so furnished (as modified or supplemented by other information so furnished), any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not materially misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

3.19 Security Documents. (a) Each of the Security Documents is effective to create in favor of the Administrative Agent or the Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. (i) In the case of any Pledged Equity as described in the Security Documents which is in certificated form, when any stock, membership or partnership unit certificates representing such Pledged Equity are delivered to, and in the possession of, the Administrative Agent, and (ii) in the case of the other Collateral described in the Security Documents, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the security interest created in favor of the Administrative Agent for the benefit of the Secured Parties in such Pledged Equity and other Collateral shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity and other Collateral and the proceeds thereof, in which a security interest may be perfected by delivery to the Administrative Agent or by filing a financing statement in the United States, as security for the Obligations (as defined in the Security Documents), in each case prior and superior in right to any other Person (other than Persons holdings Liens or other encumbrances or rights that are permitted by this Agreement to be incurred pursuant to Section 6.3).

(b) Each of the Mortgages is effective to create in favor of the Administrative Agent or the Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed or published in the offices specified on Schedule 3.19(b) (in the case of the Mortgages to be executed and delivered on or prior to the Closing Date) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10(b)), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable party to the Mortgage in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by this Agreement).

3.20 Solvency. As of the Closing Date and after giving effect to the Transactions, the Intrawest Group Members, on a consolidated basis, are Solvent.

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3.21 Regulation H. No Mortgage encumbers improved real property which is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (except any real property that is the subject of such Mortgage as to which such flood insurance as required by Regulation H has been obtained and is in full force and effect as required by this Agreement).

3.22 Immaterial Subsidiaries; Non-Guarantor Subsidiary. Each Immaterial Subsidiary of Holdings as of the Closing Date is set forth on Part I of Schedule 3.22. Each Excluded Subsidiary as of the Closing Date is set forth on Part II of Schedule 3.22. In the aggregate, the Immaterial Subsidiaries that are not Subsidiary Guarantors have consolidated assets with a book value of less than $15,000,000 in the aggregate as of September 30, 2013.

3.23 PATRIOT Act and OFAC.

(a) To the extent applicable, each Intrawest Group Member (including any Unrestricted Subsidiary) is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

(b) No Intrawest Group Member (including any Unrestricted Subsidiary) nor, to the knowledge of any Loan Party, any director, officer, agent, employee or Affiliate of any Intrawest Group member, (i) is a person on the list of “Specially Designated Nationals and Blocked Persons” or (ii) is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Borrower will not directly or indirectly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Section 4. CONDITIONS PRECEDENT

4.1 Conditions to Effectiveness. The agreement of each Lender to make the initial extension of credit requested to be made by it hereunder is subject to the satisfaction or waiver, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following conditions precedent:

(a) Loan Documents. The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer or signatory of Holdings and the Borrower, (ii) the Pledge Agreements, in each case executed and delivered by a duly authorized officer or signatory of each Loan Party that is a party thereto, (iii) the Guarantee Agreements, executed and delivered by a duly authorized officer or signatory of each Loan Party that is a party thereto, (iv) the Security Agreement, executed and delivered by a duly authorized officer or signatory of each Loan Party that is a party thereto, (v) the Intercompany Debt Subordination Agreement, executed and delivered by a duly authorized officer or signatory of each Intrawest Group Member party thereto, and (vi) a short form Trademark Security Agreement, in substantially the form of Annex II to the Security Agreement, executed by a duly authorized officer of each Loan Party that is a party thereto.

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(b) Termination of Existing Indebtedness; Restructuring Transactions. The Administrative Agent shall have received evidence reasonably satisfactory to it that (i) the existing Indebtedness of the Loan Parties under the Existing Credit Facilities shall have been (or when repaid with the proceeds of the Loans made on the Closing Date, will be) paid in full (other than any letters of credit issued pursuant to the Existing Credit Facilities, for which substitute payment assurances acceptable to the issuer thereof have been made or which shall be Existing Letters of Credit hereunder), (ii) all commitments to lend or make other extensions of credit under the Existing Credit Facilities shall be simultaneously terminated and the Liens and security interests granted in connection therewith shall have been terminated or released concurrently and (iii) the Restructuring Transactions (including, without limitation, the Subordinated Debt Refinancing) shall have been consummated prior to or substantially contemporaneously with the making of the extensions of credit on the Closing Date;

(c) Financial Statements. The Lenders shall have received the financial statements described in Section 3.1.

(d) Fees and Expenses. The Borrower shall have paid (or the initial Lenders and/or the Administrative Agent shall withhold from the proceeds of the Term Loans on the Closing Date), all fees due and payable as of the Closing Date pursuant to Sections 2.12(e) and 2.12(f) to the Administrative Agent (for distribution, as appropriate, to the Lenders), and all expenses required to be paid pursuant to Section 9.5 for which reasonably detailed invoices have been presented at least three Business Days prior to the Closing Date shall have been paid to the Administrative Agent.

(e) Solvency Certificate. The Lenders shall have received a solvency certificate, substantially in the form of Exhibit F, executed by a Responsible Officer of Holdings.

(f) Lien Searches. The Administrative Agent shall have received the results of recent Uniform Commercial Code, tax and judgment lien searches (or the foreign equivalent thereof) in each relevant jurisdiction reasonably requested by the Administrative Agent with respect to each of the entities set forth on Schedule 4.1(f); and such searches shall reveal no Liens on any of the Collateral except for Liens permitted by Section 6.3 or Liens to be discharged on or prior to the Closing Date.

(g) Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit B, with appropriate insertions and attachments.

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(h) Legal Opinions. The Administrative Agent shall have received, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, legal opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Holdings, the Borrower and its Subsidiaries and (ii) local counsel in each jurisdiction in which any Loan Party is required to grant a Mortgage with respect to Closing Date Mortgaged Property, in each case dated the date hereof and addressed to the Administrative Agent, the Issuing Bank and the Lenders.

(i) Pledged Equity; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates, if any, representing the shares or membership or partnership units of Capital Stock pledged pursuant to the Security Documents, together with an undated stock power for each such certificate executed in blank by a duly authorized representative or officer of the pledgor thereof and (ii) any Pledged Notes (as defined in the Security Agreement), duly endorsed in blank, in each case, as required by the Security Documents to be delivered to the Administrative Agent on the Closing Date.

(j) Filings, Registrations and Recordings. Each document (including, without limitation, any Uniform Commercial Code financing statement) required as of the Closing Date by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent or the Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.3), shall have been filed, registered or recorded or shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation, or arrangements reasonably satisfactory to the Administrative Agent for such filing, registration, recordation and/or filing shall have been made.

(k) Mortgages. The Administrative Agent shall have received a Mortgage covering each parcel of real or immoveable property specified on Schedule 4.1(k) (the “Closing Date Mortgaged Properties”), executed and delivered by a duly authorized officer or representative of the relevant Loan Party, and:

(i) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (ii) below (the “Title Insurance Company”) shall have received with respect to Closing Date Mortgaged Properties, copies of existing surveys or express maps, plans and certificates of location (if any) for such Closing Date Mortgaged Properties.

(ii) The Administrative Agent shall have received in respect of each Closing Date Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount equal to the value of the applicable Closing Date Mortgaged Property or such other amount that is reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Closing Date Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent or the Deed of Trust Trustee for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy – Form 2006 (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (G) be issued by title companies satisfactory to the Administrative Agent, it being acknowledged that First American Title Insurance Company is a satisfactory title company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid.

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(iii) If required by applicable law and requested by the Administrative Agent, the Administrative Agent shall have received a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the indebtedness secured by such Mortgage or that may be extended to such maturity date.

(iv) The Administrative Agent shall have received FEMA life-of-loan flood determinations for each of the Closing Date Mortgaged Properties.

(v) If reasonably requested by the Administrative Agent, the Administrative Agent shall have received a copy of all recorded documents (to the extent available in the land records office) referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (i) above and a copy of all other material documents in the possession of the applicable Intrawest Group Member affecting the Closing Date Mortgaged Properties.

(l) Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.5.

(m) PATRIOT Act. The Lenders shall have received, at least three Business Days prior to the Closing Date, to the extent requested sufficiently in advance thereof, all documentation and other information with respect to the Borrower required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(n) Funds Flow. The Administrative Agent shall have received a funds flow for the transactions contemplated to occur on the Closing Date.

4.2 Conditions to Each Credit Extension.

(a) The obligation of each Lender to make any Loan, or the Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, is subject to the satisfaction, or waiver in accordance with Section 9.1, of the following conditions precedent:

(i) the Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

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(ii) after (i) making any Revolving Loan or issuing any Revolving Facility Letter of Credit requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect, and (ii) issuing any LC Facility Letter of Credit requested on such Credit Date, the LC Facility Letter of Credit Usage shall not exceed the LC Facility Commitments then in effect;

(iii) as of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; provided further that the condition set forth in this clause (iii) shall be limited in connection with the incurrence of Incremental Term Loans as specified in Section 2.27(b)(ii); and

(iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default.

(b) Notices. Any Notice shall be executed by a Responsible Officer in a writing delivered to the Administrative Agent. In lieu of delivering a Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to the Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Notice, the written Notice shall govern. In the case of any Notice that is irrevocable once given, if the Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

Section 5. AFFIRMATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Termination Conditions have not be satisfied, each of Holdings and the Borrower shall and shall cause each of its Subsidiaries to:

5.1 Financial Statements. Furnish to the Administrative Agent for delivery to each Lender and take the following actions:

(a) within 120 days after the end of each fiscal year of Holdings (or, for each fiscal year ended after an initial public offering by IRH, within the time periods specified pursuant to Section 13(a) or 15(d) of the Exchange Act, as such time periods may be extended in accordance with Rule 12b-25 of the Exchange Act (but in any event, no later than 120 days after the end of such fiscal year)), a copy of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of operations and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, by KPMG LLP or any other independent certified public accountants of nationally recognized standing;

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(b) not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of Holdings (or, for each fiscal quarter ended after an initial public offering by IRH, within the time periods specified pursuant to Section 13(a) or 15(d) of the Exchange Act, as such time periods may be extended in accordance with Rule 12b-25 of the Exchange Act (but in any event, no later than 60 days after the end of each such fiscal quarter)), the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of operations and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer of Holdings as being fairly stated in all material respects (subject to normal year-end audit adjustments and the absence of footnotes);

(c) promptly, but in any event not later than 10 days, after receipt by any Loan Party, the unaudited consolidated balance sheet of Blue Mountain and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement of operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year;

(d) promptly, but in any event not later than 10 days, after receipt by any Loan Party, the unaudited consolidated balance sheet of Chateau M.T. Inc. and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement of operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year; and

(e) promptly, but in any event not later than 10 days, after receipt by any Loan Party, the unaudited consolidated balance sheet of MHM and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statement of operations for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year.

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Financial statements and other information required to be delivered pursuant to this Section 5.1, Section 5.2 or Section 5.7 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which IRH or Holdings posts such information, or provides a link thereto, on the website of IRH or Holdings; (ii) on which such information is posted on behalf of IRH or Holdings on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial or third-party website or whether sponsored by the Administrative Agent); or (iii) to the extent such financial statements are set forth in IRH’s Form 10-K or 10-Q, as applicable, filed with the SEC, on which date such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower to deliver such paper copies until a request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for maintaining its copies of such documents. Notwithstanding anything herein to the contrary, so long as IRH (x) owns no material assets other than the Capital Stock of Holdings and (y) has no material liabilities, in each case other than intercompany assets and liabilities to or from Holdings, the Borrower or any of its Subsidiaries that are eliminated in consolidation, financial statements and other information with respect to IRH and its consolidated Subsidiaries instead of Holdings and its consolidated Subsidiaries shall satisfy the requirements set forth in this Section 5.1 and Section 5.2.

5.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender, or, in the case of clause (d), to the relevant Lender:

(a) concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a Compliance Certificate of the Borrower (the first such Compliance Certificate to be delivered for the fiscal quarter ending March 31, 2014) (A) containing all information, calculations and supporting schedules necessary for determining compliance by Holdings, the Borrower and their respective Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be, and if such Compliance Certificate demonstrates an Event of Default in respect of any covenant set forth in Section 6.1, the Borrower may deliver within ten Business Days of the delivery of such Compliance Certificate notice of its intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 7.3, and (B) which shall set forth the names of all Immaterial Subsidiaries (if any) and certify that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that, in the aggregate, all such Immaterial Subsidiaries had consolidated assets with a book value of less than $15,000,000 on the last day of such fiscal quarter or such fiscal year, as the case may be, (ii) a summary management consolidated EBITDA presentation by business segment consistent with the EBITDA presentation provided to Lenders during the primary syndication of the Facilities, and (iii) with respect to the financial statements delivered pursuant to Section 5.1(a), to the extent not previously disclosed to the Administrative Agent, a listing of any material Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (ii) (or, in the case of the first such list so delivered, since the Closing Date);

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(b) no later than 60 days after the end of each fiscal year of Holdings, a consolidated budget for the following fiscal year (including a consolidated statement of projected results of operations of Holdings and its consolidated Subsidiaries as of the end of the following fiscal year presented on a quarterly basis);

(c) concurrently with the delivery of any financial statements pursuant to Section 5.1(a) or (b), a narrative discussion and analysis of the financial condition and results of operations of Holdings and its consolidated Subsidiaries, in each case, for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter;

(d) promptly upon their becoming publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by IRH with the SEC or sent or made available generally by IRH to its security holders acting in such capacity;

(e) promptly, such additional financial information as the Administrative Agent on behalf of any Lender may from time to time reasonably request; and

(f) within fifteen (15) Business Days of each Excess Cash Determination Date, a certificate of a Responsible Officer of Holdings certifying a calculation of Excess Cash and Consolidated Excess Cash Flow as of such Excess Cash Determination Date, accompanied by supporting information in reasonable detail.

The Borrower hereby acknowledges that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to Section 5.1 or this Section 5.2 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower has not clearly and conspicuously marked “PUBLIC” shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower agrees to use commercially reasonable efforts to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered pursuant to this paragraph contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Non-Public Information with respect to the Borrower, its Subsidiaries and their securities (“Private Side Information”). Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected to receive Private Side Information in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities laws, to make reference to communications that are not made through the “Public” portion of the Platform and that may contain Non-Public Information.

5.3 Payment of Taxes. Pay, discharge or otherwise satisfy all taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, except where (i) the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of Holdings, the Borrower or its Subsidiaries, as the case may be or (ii) the failure could not reasonably be expected to have a Material Adverse Effect.

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5.4 Conduct of Business and Maintenance of Existence; Compliance with Law. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Sections 6.4 or 6.5 or to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law (except this shall not apply to tax, environmental or employee benefit matters, which in this respect are covered exclusively in Sections 5.3, 5.8 and 5.9, respectively), except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.5 Maintenance of Property; Insurance. (a) Keep all real and tangible Property and systems used, useful, or necessary in its business in good working order and condition, ordinary wear and tear excepted, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect and (b) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses) as are customarily carried under similar circumstances by such other Persons.

5.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which entries which are full, true and correct, in all material respects, in conformity with GAAP shall be made of all material dealings and transactions in relation to its business and activities, (b) upon the request of the Administrative Agent or the Required Lenders, participate in a meeting or conference call with the Administrative Agent and the Lenders once during each fiscal year at such time as may be agreed to by the Borrower and the Administrative Agent and (c) permit representatives of the Administrative Agent to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours and as often as may reasonably be desired (but, the Administrative Agent may not have more than one visit per any twelve month period except during an Event of Default)), upon reasonable advance notice to the Borrower, and to discuss the business, operations, properties and financial and other condition of Holdings, the Borrower and their respective Subsidiaries with officers and employees of Holdings, the Borrower and their respective Subsidiaries and with their independent certified public accountants (and the Borrower will be given the opportunity to participate in any such discussions with such independent certified accountants). Any such inspection shall be at the Administrative Agent’s sole cost and expense unless an Event of Default has occurred and is continuing at the time of such inspection, in which event the Borrower shall reimburse the Administrative Agent for its reasonable, actual out-of-pocket costs and expenses. Notwithstanding anything to the contrary in this Section 5.6, none of Holdings, the Borrower and their respective Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or its representatives) is prohibited by any Requirement of Law or any binding agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

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5.7 Notices. Promptly after obtaining knowledge of the same, give notice to the Administrative Agent of:

(a) the occurrence of any Default or Event of Default;

(b) [Reserved];

(c) any litigation or proceeding affecting Holdings, the Borrower or any of its Subsidiaries, or with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, that could reasonably be expected to have a Material Adverse Effect;

(d) the following events, as soon as possible and in any event within 30 days after any Borrower knows of same: (i) the occurrence of any Reportable Event with respect to any Pension Plan that is currently sponsored or maintained by or to which any Borrower or Commonly Controlled Entity is obligated to make contributions, a failure to make any required contribution to a Pension Plan, the creation of any Lien in favor of the PBGC or a Pension Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or a Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan;

(e) as soon as possible and in any event within 30 days of obtaining knowledge thereof any development, event, or condition that could reasonably be expected to result in the payment by the Borrowers and their respective Subsidiaries of a Material Environmental Amount; and

(f) any other development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Holdings, the Borrower or the relevant Subsidiary has taken or proposes to take with respect thereto.

5.8 Environmental Laws. (a)  Except in each case to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, comply with, and use commercially reasonable efforts to ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and use commercially reasonable efforts to ensure that all tenants and subtenants obtain and comply with and maintain, any and all material Environmental Permits.

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(b) Except in each case to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other similar actions required by any Governmental Authority under Environmental Laws, and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

5.9 Plan Compliance. Establish, maintain and operate any and all Pension Plans, Multiemployer Plans and Foreign Employee Benefit Plans (other than government-sponsored plans) in compliance in all material respects with all Requirements of Law applicable thereto and the respective requirements of the governing documents for such plans to the extent the Borrower or any Commonly Controlled Entity has the authority to establish, maintain and operate such plans.

5.10 Additional Collateral, etc.  (a)  [Reserved].

(b) Subject to Sections 5.10(d) and (e), with respect to any fee interest or absolute right of ownership in any real or immoveable property having a fair market value (together with improvements thereof) of at least $5,000,000 (as determined in good faith by a Responsible Officer) acquired after the Closing Date by any Loan Party (in each case, other than any such real property subject to any Contractual Obligation that includes negative pledge clauses permitted by Section 6.13, any Lien permitted pursuant to Section 6.3(j), 6.3(p), 6.3(r), 6.3(s) or 6.3(ee) or any Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 5.10) (which, for the purposes of this paragraph, shall include any owned real property of any Loan Party that ceases to be subject to the foregoing restrictions), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent or the Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, covering such real or immoveable property (to the extent such property is not already subject to a first priority Lien pursuant to a Security Document), (ii) if reasonably requested by the Administrative Agent or the Deed of Trust Trustee, as the case may be, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other lesser amount as shall be reasonably specified by the Administrative Agent or the Deed of Trust Trustee, as the case may be) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Deed of Trust Trustee, as the case may be, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent or the Deed of Trust Trustee, as the case may be, and (iii) if reasonably requested by the Administrative Agent or the Deed of Trust Trustee, as the case may be, deliver to the Administrative Agent or the Deed of Trust Trustee, as the case may be, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent or the Deed of Trust Trustee, as the case may be.

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(c) Subject to Sections 5.10(d) and (e), with respect to any new Domestic Subsidiary that is a Wholly Owned Subsidiary, other than (x) a Non-Recourse Subsidiary Borrower, an Excluded Subsidiary or a Subsidiary owned by an Excluded Subsidiary, (y) a Domestic Subsidiary whose assets consist solely of the Capital Stock of one or more Foreign Subsidiaries or (z) a Domestic Subsidiary owned by a Foreign Subsidiary, owning assets with a fair market value in excess of $5,000,000 (as determined in good faith by a Responsible Officer) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include (1) any existing Subsidiary that ceases to be subject to the foregoing exceptions and (2) any Unrestricted Subsidiary designated as a Subsidiary that is not an Unrestricted Subsidiary pursuant to Section 5.16, unless such Subsidiary is an Immaterial Subsidiary), by any Intrawest Group Member, or any Subsidiary that was previously an Immaterial Subsidiary but, as of the end of the most recently ended fiscal quarter of Holdings for which financial statements are required to be delivered pursuant to this Agreement, has ceased to qualify as an Immaterial Subsidiary due to the value of its consolidated assets (and is not otherwise subject to any of the foregoing exceptions), promptly (i) cause such Subsidiary (A) to become a party to a Guarantee Agreement and appropriate Security Documents (or enter into amendments to an existing Guarantee Agreement or any existing Security Document as the Administrative Agent or the Deed of Trust Trustee, as the case may be, deems necessary or advisable) to grant to the Administrative Agent or the Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, a perfected first priority (subject to Liens permitted pursuant to Section 6.3) security interest in the Capital Stock of such Subsidiary that is owned by any Loan Party and the other Collateral described in the relevant Security Document and to cause such Subsidiary to be a Guarantor and (B) to take such actions necessary or advisable to grant to the Administrative Agent or the Deed of Trust Trustee, as the case may be, for the benefit of the Secured Parties, a perfected first priority (subject to Liens permitted pursuant to Section 6.3) security interest in the Collateral described in the relevant Security Document with respect to such Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements or other similar filings in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Administrative Agent or the Deed of Trust Trustee, as the case may be, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, as the case may be, and (iii) if reasonably requested by the Administrative Agent or the Deed of Trust Trustee, as the case may be, deliver to the Administrative Agent or the Deed of Trust Trustee, as the case may be, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent or the Deed of Trust Trustee, as the case may be.

(d) Notwithstanding anything to the contrary contained herein, in the event that the compliance by any Intrawest Group Member (including any non-Wholly-Owned Subsidiary) with any of Section 5.10(b) or (c) would require the consent of any un-Affiliated third-party, such Intrawest Group Member shall use commercially reasonable efforts to obtain such consents or other deliveries. For the avoidance of doubt, (x) the use of commercially reasonable efforts, as contemplated by this Section 5.10, to obtain any consent or delivery shall not require the applicable Intrawest Group Member to pay to such un-Affiliated third-party a fee, premium or penalty or other consideration (other than expense reimbursement) and (y) in the event following the use of commercially reasonable efforts to obtain a consent or delivery, the applicable Intrawest Group Member is unable to obtain a necessary consent or delivery of the relevant un-Affiliated third-party, the Lenders hereby waive compliance by such Intrawest Group Member with the provisions of this Section 5.10 solely to the extent such consent or delivery is not obtained.

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(e) Notwithstanding anything to the contrary contained herein, with respect to any Property of any Intrawest Group Member that would otherwise be required to be mortgaged or pledged in favor of the Secured Parties in accordance with this Section 5.10 (each such Property, an “Eligible Collateral Property”), in no event shall any Intrawest Group Member have any obligation to mortgage or pledge such Property in favor of the Secured Parties if such Property is to be used to secure any Indebtedness permitted by Section 6.2(c) or Section 6.2(f) within 90 days of the date such Property first qualifies as an Eligible Collateral Property.

(f) Notwithstanding anything to the contrary herein, the Borrower shall be permitted at any time and from time to time to add any of their respective Subsidiaries as an additional Subsidiary Guarantor in accordance with this Section.

(g) If, at any time and from time to time after the Closing Date, Immaterial Subsidiaries have in the aggregate consolidated assets with a book value in excess of $15,000,000 on the last day of any fiscal quarter of Holdings, cause, not later than 30 days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement, one or more of such Immaterial Subsidiaries to become additional Subsidiary Guarantors (notwithstanding that such Subsidiaries are, individually, Immaterial Subsidiaries) and to comply with the requirements of Section 5.10(c) such that the foregoing condition ceases to be true.

5.11 Further Assurances. From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent may reasonably request for the purposes of more fully perfecting or renewing the rights of the Administrative Agent or any Deed of Trust Trustee, as the case may be, and the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Loan Party which are required to become part of the Collateral pursuant to Section 5.10) pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any Deed of Trust Trustee, as the case may be, or any Secured Party of any power, right, privilege or remedy pursuant to this Agreement, the other Loan Documents or any Hedge Agreement which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, Holdings and the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Deed of Trust Trustee, as the case may be, or such Secured Parties may be reasonably required to obtain from any Intrawest Group Member for such governmental consent, approval, recording, qualification or authorization.

5.12 Post-Closing Covenants. The Borrower shall, and shall cause its Subsidiaries to, take the actions set forth on Schedule 5.12 (the “Post-Closing Actions”) within the time periods specified therein; provided that the failure to complete any Post-Closing Action by the applicable date specified in Schedule 5.12 shall not constitute a Default or an Event of Default under this Agreement so long as the Borrower is diligently pursuing the completion of such Post-Closing Action.

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5.13 [Reserved].

5.14 [Reserved].

5.15 Maintenance of Rating. At all times, the Borrower shall use commercially reasonable efforts to maintain (i) a public corporate family rating issued by at least one nationally recognized statistical rating organization and (ii) a public credit rating from at least one nationally recognized statistical rating organization with respect to the Term Loans.

5.16 Unrestricted Subsidiaries. The Borrower may at any time designate any of its Subsidiaries as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Subsidiary that is not an Unrestricted Subsidiary by written notice to the Administrative Agent; provided that (i) immediately before and after such designation, no Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period shall be less than or equal to the Applicable Leverage Ratio Level and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if it is restricted by and subject to the covenants contained in the documents governing Indebtedness expressly subordinated to the Obligations. The designation of any Subsidiary of the Borrower as an Unrestricted Subsidiary shall constitute an Investment by the Intrawest Group Members therein at the date of designation in an amount equal to the fair market value (as determined in good faith by a Responsible Officer) of the Intrawest Group Members’ investment therein. The designation of any Unrestricted Subsidiary as a Subsidiary of the Borrower that is not an Unrestricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time. Notwithstanding anything in this Agreement to the contrary, any Intrawest Group Member designated as an Unrestricted Subsidiary shall not be deemed to be an Intrawest Group Member for any purposes of this Agreement, including without limitation for purposes of financial definitions and financial calculations contained herein.

Section 6. NEGATIVE COVENANTS

Holdings and the Borrower hereby jointly and severally agree that, so long as the Termination Conditions are not satisfied, each of Holdings and the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

6.1 Financial Condition Covenant. With respect to the Revolving Facility only, permit the Total Secured Debt Leverage Ratio (calculated on a Pro Forma Basis) as of the last day of any Test Period ending on any date set forth below to be greater than the ratio set forth below opposite such date; provided that this Section 6.1 shall not be applicable to any such Test Period if on the last day of such Test Period, the aggregate outstanding principal amount of Revolving Loans plus the aggregate outstanding principal amount of Swing Line Loans plus the Revolving Facility Letter of Credit Usage (but excluding from such amount any Revolving Facility Letters of Credit which have been Cash Collateralized in an amount not less than the Minimum Collateral Amount with respect thereto) is less than or equal to 30% of the aggregate Revolving Commitments as of such date:

Date	Total Secured Debt Leverage Ratio
March 31, 2014	7.75 to 1.00
June 30, 2014	7.75 to 1.00
September 30, 2014	7.50 to 1.00
December 31, 2014	7.50 to 1.00
March 31, 2015	6.75 to 1.00
June 30, 2015	6.75 to 1.00
September 30, 2015	6.75 to 1.00
December 31, 2015	6.75 to 1.00
March 31, 2016	6.25 to 1.00
June 30, 2016	6.25 to 1.00
September 30, 2016	6.25 to 1.00
December 31, 2016	6.25 to 1.00
March 31, 2017	5.50 to 1.00
June 30, 2017	5.50 to 1.00
September 30, 2017	5.50 to 1.00
December 31, 2017	5.25 to 1.00
March 31, 2018	4.50 to 1.00
June 30, 2018 and thereafter	4.50 to 1.00

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6.2 Limitation on Indebtedness. Create, incur or assume any Indebtedness, except:

(a) (i) Indebtedness of any Loan Party pursuant to any Loan Document (including any Extension Amendment), (ii) any Replacement Term Loans or Indebtedness under any Replacement Revolving Commitments or Replacement LC Commitments with respect thereto, (iii) any Incremental Term Loans and Incremental Equivalent Debt incurred in accordance with Section 2.27, (iv) any Refinancing Indebtedness or Credit Agreement Refinancing Indebtedness with respect to any of the foregoing Facilities or Classes of Loans;

(b) Indebtedness of any Intrawest Group Member to any other Intrawest Group Member, provided that (i) any Indebtedness (A) of Holdings, the Borrower or a Subsidiary Guarantor owing to any Non-Guarantor Subsidiary (excluding Indebtedness described in clause (B) below) shall be subject to the Intercompany Debt Subordination Agreement, (B) between Intrawest/Winter Park Holdings Corporation and its Subsidiaries shall be incurred in the ordinary course of business consistent with past practice, and (C) of a Non-Guarantor Subsidiary owing to any Subsidiary Guarantor or the Borrower (excluding Indebtedness described in clause (B) above) shall not exceed $15,000,000 in aggregate principal amount at any one time outstanding during the term of this Agreement (unless such Indebtedness is subject to a perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties) and (ii) any Indebtedness of any Intrawest Group Member to any other Intrawest Group Member existing as of the Closing Date shall be permitted to be maintained, modified and/or refinanced among the same Intrawest Group Members (or their successor entities) as long as, if the obligor with respect thereto is Holdings, the Borrower or a Subsidiary Guarantor and the payee with respect thereto is a Non-Guarantor Subsidiary, the same continues to be or is made subject to the Intercompany Debt Subordination Agreement, and the outstanding principal amount thereof is not increased;

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(c) Indebtedness (including Capital Lease Obligations) secured by Liens pursuant to Section 6.3(p) incurred to finance the acquisition (including pursuant to a sale and leaseback transaction), construction, repair, replacement or improvement of Property (real or personal), equipment or other assets used or useful in the business in an aggregate principal amount not to exceed 5.0% of Total Assets, determined at the time of incurrence of such Indebtedness;

(d) Indebtedness outstanding on the Closing Date (or future advances or Indebtedness contemplated by the existing documentation evidencing such Indebtedness (including any commitment with respect thereto)) and listed on Schedule 6.2(d) (and identifying each type of Indebtedness) and any Indebtedness that is Refinancing Indebtedness with respect thereto);

(e) (i) Indebtedness assumed by the Borrower or any Subsidiary in connection with any Acquisition (provided that such Indebtedness existed at the time of such Acquisition and was not created in connection therewith or in contemplation thereof) that is either unsecured or secured only by the assets or business acquired in such Acquisition (including any acquired Capital Stock), so long as, after giving effect to the assumption of such Indebtedness, (A) the Intrawest Group Members shall be in Pro Forma Compliance with a Total Secured Debt Leverage Ratio of not greater than 5.50:1.00 (treating any unsecured Indebtedness incurred under Section 6.2(e)(i) as secured Indebtedness for purposes of calculating the Total Secured Debt Leverage Ratio) or (B) the Total Secured Debt Leverage Ratio for the Intrawest Group Members measured on a Pro Forma Basis is not increased as a result of such assumption of Indebtedness, and (ii) Indebtedness incurred to finance an Acquisition that is unsecured or secured only by the assets or business acquired in such Acquisition (including any acquired Capital Stock), and, in each case, any Refinancing Indebtedness in respect thereof so long as, before and after giving effect to such Indebtedness, (A) the Intrawest Group Members shall be in Pro Forma Compliance with a Total Secured Debt Leverage Ratio of not greater than 5.50:1.00 (treating any unsecured Indebtedness incurred under Section 6.2(e)(ii) as secured Indebtedness for purposes of calculating the Total Secured Debt Leverage Ratio) or (B) the Total Secured Debt Leverage Ratio for the Intrawest Group Members measured on a Pro Forma Basis is not increased as a result of such incurrence of Indebtedness; provided, that the aggregate amount of Indebtedness incurred by a Subsidiary other than a Subsidiary Guarantor under this clause 6.2(e)(ii) (other than any such Indebtedness that is Non-Recourse Acquisition Indebtedness) shall not exceed $10,000,000 at any one time outstanding;

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(f) Construction Related Indebtedness of a Non-Recourse Subsidiary Borrower in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding, provided that, with respect to any such Indebtedness, (x) none of the Borrower or any of its Subsidiaries (other than such Non-Recourse Subsidiary Borrower) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or is directly or indirectly liable (as guarantor or otherwise), other than for fraud, misrepresentation, misapplication of cash, waste, Environmental Claims and liabilities, prohibited transfers, violations of special purpose entity covenants, voluntary or involuntary bankruptcy and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate guarantee or indemnification agreements in non-recourse or construction financing of real estate, (y) as to which the lenders thereunder will not have any recourse to the Capital Stock or assets of the Borrower nor any of its Subsidiaries other than the assets of such Non-Recourse Subsidiary Borrower securing such indebtedness, additions, accessions and improvements thereto and proceeds thereof and the Capital Stock of the Non-Recourse Subsidiary Borrower and, in the case of the Borrower or any Subsidiary (other than such Non-Recourse Subsidiary Borrower), recourse against such party for fraud, misrepresentation, misapplication of cash, waste, Environmental Claims and liabilities, prohibited transfers, violations of special purpose entity covenants, voluntary or involuntary bankruptcy and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate guarantee or indemnification agreements in non-recourse or construction financing of real estate, and (z) to the extent that the lenders thereunder will have recourse to the Capital Stock of the borrower of such Indebtedness, such borrower shall be a Non-Recourse Subsidiary Borrower. For the purposes of this Section, pledges of Hedge Agreements and posting of letters of credit in lieu of reserves shall not constitute credit support;

(g) Guarantee Obligations of (x) Indebtedness outstanding under the Winter Park Facility or any Refinancing Indebtedness in respect thereof in an aggregate principal amount not to exceed $30,000,000 at any one time, (y) Indebtedness otherwise permitted to be incurred pursuant to this Section 6.2 and (z) Indebtedness of Unrestricted Subsidiaries and joint ventures in an aggregate principal amount not to exceed $10,000,000 at any one time; provided that the aggregate principal amount of Guarantee Obligations of Loan Parties of Indebtedness of a Non-Guarantor Subsidiary under clause (y) shall not exceed $5,000,000 at any one time outstanding during the term of this Agreement;

(h) (i) Indebtedness arising under or in respect of any surety, performance, bid or appeal bonds and performance and completion guarantees provided by the Borrower or any Subsidiary of the Borrower, or obligations in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments related thereto, in the ordinary course of its business, and (ii) Indebtedness in respect of customary agreements providing for indemnification, purchase price adjustments or similar obligations incurred in connection with any Investment, Disposition or Acquisition;

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(i) (i) letters of credit and the related guarantees thereof incurred in the ordinary course of business in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding and (ii) letters of credit to the extent backstopped by any Letter of Credit in accordance with this Agreement;

(j) additional unsecured Indebtedness (including, without limitation, Guarantee Obligations) of any Intrawest Group Member in an aggregate principal amount (for all Intrawest Group Members) not to exceed 5.0% of Total Assets, determined at the time of incurrence of such Indebtedness at any one time outstanding; provided, that the aggregate amount of Indebtedness incurred by a Subsidiary other than a Subsidiary Guarantor under this clause 6.2(j) shall not exceed $10,000,000 at any one time outstanding;

(k) [Reserved];

(l) [Reserved];

(m) unsecured Guarantee Obligations of the Indebtedness of any specified resort and projects in an amount not exceeding the amount specified for such Guarantee Obligation listed on Schedule 6.2(m); provided that any such amounts may be increased to an amount not exceeding 120% of such amount to the extent reasonably necessary for the Intrawest Group Members to comply with terms of the organizational documents of such specified resort and projects;

(n) unsecured guarantees of the obligations of the Borrower and its Subsidiaries in connection with any Disposition that is a sale and leaseback arrangement permitted by Section 6.11;

(o) [Reserved];

(p) unsecured Indebtedness that is subordinated in right of payment to the Obligations on terms that are reasonably satisfactory to the Administrative Agent and that (i) has no amortization or other mandatory payments, repurchase, repayment or similar requirements (except as a result of a change of control, merger, consolidation, amalgamation, liquidation or asset sale (collectively, a “Fundamental Change”) so long as any rights of the holders thereof upon the occurrence of such Fundamental Change shall be subject to the satisfaction of the Termination Conditions) prior to the date that is 91 days after the Latest Maturity Date in effect at the time of incurrence and (ii) does not require any payment of cash interest prior to the date that the Termination Conditions are satisfied;

(q) Indebtedness consisting of promissory notes issued by Holdings, the Borrower or any Subsidiary to current or former officers, managers, consultants, directors and employees, their respective estates, or their spouses or former spouses to finance the purchase or redemption of Management Equity issued in compliance with this Agreement;

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(r) Indebtedness consisting of cash management obligations, netting services, overdraft protection and similar arrangements incurred in the ordinary course of business;

(s) Indebtedness consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business;

(t) Indebtedness incurred in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business in respect of workers’ compensation claims and health, disability, retiree or other employee benefits;

(u) Indebtedness secured by (i) all or any portion of the Helicopter Business, (ii) all or any portion of the Club Intrawest Business or (iii) all or any portion of the undeveloped land owned by the Intrawest Group Members listed on Schedule 6.2(u) (in each case, a “Replacement Secured Financing”) in an aggregate principal amount not in excess of the fair market value of the assets securing such Replacement Secured Financing, so long as the requirements of Section 2.15(c)(ii) are satisfied in connection therewith;

(v) unsecured Indebtedness of any Loan Party; provided that (i) such Indebtedness matures after, and has no amortization in excess of 1% per year or other mandatory principal payments, repurchase, repayment or similar requirements prior to the Latest Maturity Date in effect at the time of incurrence with respect to the Term Loans (except as a result of a change of control, merger, consolidation, amalgamation, liquidation or asset sale (collectively, a “Fundamental Change”) so long as any rights of the holders thereof upon the occurrence of such Fundamental Change shall be subject to the satisfaction of the Termination Conditions) and (ii) before and after giving effect to such Indebtedness, (A) the Intrawest Group Members shall be in Pro Forma Compliance with a Total Debt Leverage Ratio of not greater than 5.50:1.00 or (B) the Total Debt Leverage Ratio for the Intrawest Group Members measured on a Pro Forma Basis is not increased as a result of such incurrence of Indebtedness,; and

(w) Indebtedness consisting of security deposits, earnest money deposits and advance payments made by customers, club members and property owners in the ordinary course of business.

For the avoidance of doubt, this Section 6.2 shall not prohibit, limit or otherwise restrict any completion guarantees made by the Borrower and its Subsidiaries with respect to any Construction Related Indebtedness permitted by Section 6.2(f).

6.3 Limitation on Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a) Liens for taxes not overdue by more than 30 days, Liens for taxes not required to be discharged pursuant to Section 5.3 or Liens with respect to taxes, assessments or other governmental charges or levies that are being contested in good faith by appropriate proceedings, provided that, in the case of Liens with respect to contested taxes, assessments or other governmental charges or levies, adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP, and Liens for property taxes on property that the Borrower or any of its Subsidiaries has determined to abandon (so long as such abandonment is not prohibited by this Agreement or any of the other Loan Documents), if the sole recourse for such tax is to such property;

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(b) Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.1(h);

(c) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, contractor’s or other like Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days, or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP;

(d) undetermined or inchoate Liens incidental to current operations which have not at such time been filed and which do not secure Indebtedness;

(e) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;

(f) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, concessions, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, or deposits to secure letters of credit, bank guarantees, bankers’ acceptances, cash management obligations (including credit card processing obligations) or similar instruments related thereto;

(g) restrictions, covenants, land use contracts, rent charges, building schemes, declarations of covenants, conditions and restrictions, servicing agreements in favor of any Governmental Authority, easements, rights-of-way, servitudes or other similar rights in or with respect to real property (including open space and conservation easements, restrictions or similar agreements and rights of way and servitudes for railways, water, sewer, drainage, gas and oil pipelines, electricity, light, power, telephone, telegraph, internet or cable television services and utilities) granted to or reserved by other Persons or properties, incurred in the ordinary course of business, which in the aggregate do not materially impair the use of or the operation of the business of such Person or the property subject thereto and any exception on the final title policies issued in connection with the Mortgages;

(h) the right reserved to or vested in any Governmental Authority, by the terms of any Permit acquired by such Person or by any Law, to terminate any such Permit or to require annual or other payments as a condition to the continuance thereof;

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(i) the Lien resulting from the deposit of cash or securities in connection with any of the Liens permitted by Sections 6.3(a), (b) or (c), or in connection with contracts, tenders, leases or expropriation proceedings, or to secure workers’ compensation, surety or appeal bonds, costs of litigation when required by Law and public and statutory obligations, and any right of refund, set-off or charge-back, or Liens of a collection bank on items in the course of collection, available to any bank or financial institution, including under the general terms and conditions of such bank or financial institution and/or its bank account opening documents or arising as a matter of Law;

(j) any security given to a public authority or other service provider or any other Governmental Authority when required by such utility or other Governmental Authority in connection with the operations of such person in the ordinary course of its business;

(k) any agreement or option to lease, license, sub-lease or sub-license (as lessee, lessor, licensee or licensor) any Property or right of use or occupancy assumed or entered by or on behalf of any Intrawest Group Member in the ordinary course of its business (including, without limitation, the WPRA Lease);

(l) the reservations, limitations, provisos and conditions, if any, expressed in any grants from any Governmental Authority or any similar authority;

(m) title defects or irregularities which are of a minor nature and in the aggregate will not materially impair the use of the Property for the purposes for which it is held by the Borrower or any of its Subsidiaries;

(n) Liens granted in the ordinary course of business to partners, limited liability company members, shareholders, joint ventures or co-owners under partnership, limited liability company, shareholder’s, joint venture and co-ownership agreements and Liens contained in or arising under the constituent documents of any Person;

(o) Liens in existence on the Closing Date listed on Schedule 6.3(o), securing Indebtedness permitted by Section 6.2, and any modifications, replacements, renewals or extensions thereof, provided, that no such Lien is spread to cover any additional Property after the Closing Date (other than (i) after-acquired Property that is affixed or incorporated into the Property covered by such Lien or financed by Indebtedness permitted to be incurred under Section 6.2 and (ii) proceeds and products thereof) and that the principal amount of Indebtedness secured thereby is not increased (other than capitalized amounts related to fees and expenses incurred with respect thereto and unpaid accrued interest and premiums thereon);

(p) Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition (including pursuant to a sale and leaseback transaction), construction, repair, replacement or improvement of Property (real or personal), equipment or other assets used or useful in the business; provided that (i) such Liens shall be created within 365 days of the acquisition (including pursuant to a sale and leaseback transaction), construction, repair, replacement or improvement, as applicable, of such Property, equipment or other assets, and (ii) such Liens do not at any time encumber any Property, equipment or other assets other than the Property, equipment or other assets financed by such Indebtedness, replacements thereof, additions and accessions to such property, proceeds and products thereof and customary security deposits (except that individual financings of Property, equipment or other assets provided by one lender may be cross-collateralized to other financings of Property, equipment or other assets provided by such lender);

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(q) (i) Liens created pursuant to the Loan Documents, (ii) Liens securing any Replacement Term Loans or Indebtedness under any Replacement Revolving Commitments or Replacement LC Commitments, (iii) Liens securing any Incremental Term Loans or Incremental Equivalent Debt incurred in accordance with Section 2.27, (iv) Liens securing any Loans or Commitments subject to an Extension and (v) Liens securing any Refinancing Indebtedness, Permitted First Priority Refinancing Debt or Permitted Second Priority Refinancing Debt with respect to the foregoing;

(r) Liens on fee-owned property or real property leases of the Borrower and its Subsidiaries and any related Property (other than the Capital Stock of the Borrower and any Subsidiary that is not a Non-Recourse Subsidiary Borrower) customarily granted or pledged by a borrower to its lender in connection with non-recourse financing including, without limitation, any personal property located on or related to such Property, any contracts, receivables and general intangibles related to such real property and any Hedge Agreements relating to the Indebtedness (and any proceeds from any of the foregoing) which Liens secure Indebtedness permitted by Section 6.2(f); provided that, in each case, (i) such Liens shall be created substantially simultaneously with the incurrence of such Indebtedness and (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, other than, in each case, in connection with any consolidations of such Indebtedness;

(s) Liens securing Indebtedness of any Intrawest Group Member incurred pursuant to Section 6.2(e); provided that (i) such Liens do not at any time encumber any Property other than the Property (including Capital Stock of any entity acquired and any of its Subsidiaries) acquired in such Acquisition and (ii) in the case of Indebtedness incurred pursuant to Section 6.2(e)(ii), the amount of such Indebtedness initially secured thereby is not more than 100% of the aggregate consideration paid in connection with such Acquisitions plus fees and expenses incurred in connection therewith;

(t) any right of set-off, refund or charge-back available to any bank or other financial institution or any other Lien arising in connection therewith;

(u) subdivision plans, site plans, subdivision plats, maps, surveys and similar instruments registered or recorded in the ordinary course of business which do not materially impair the use of or the operation of the business or the Property subject thereto and provided the same have been complied with;

(v) Liens imposed by any metro district, special district or similar district encumbering purchased properties or assets, which would not reasonably be expected to have a Material Adverse Effect;

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(w) the rights of first refusal and options described in Schedule 6.3(w);

(x) other non-financial Liens in existence on the Closing Date which have not had, and could not reasonably be expected to have, a Material Adverse Effect;

(y) Liens on cash collateral to secure letters of credit permitted by Section 6.2(i) and to Cash Collateralize the Letters of Credit or any other Obligation;

(z) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(aa) Liens on Property subject to an agreement to Dispose of such Property in a transaction permitted under Section 6.5;

(bb) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Intrawest Group Member in the ordinary course of business;

(cc) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(dd) junior priority Liens securing Indebtedness of any Intrawest Group Member incurred pursuant to Section 6.2(v);

(ee) Liens securing any Replacement Secured Financing; and

(ff) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed $7,500,000, determined at the time of incurrence of such Indebtedness.

6.4 Limitation on Fundamental Changes. Merge, consolidate or amalgamate, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of (other than in connection with any Lien permitted by Section 6.3) all or substantially all of its Property or business, except:

(a) that any Person (including, without limitation, any Subsidiary of the Borrower) may be merged, amalgamated or consolidated (i) with or into the Borrower (provided that (x) the Borrower shall be the continuing or surviving entity or (y) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Borrower (any such Person, a “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of any state of the United States or any jurisdiction reasonably satisfactory to the Administrative Agent, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) each Guarantor, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the applicable Guarantee Agreement confirmed that its guarantee thereunder shall apply to the Successor Borrower’s obligations under this Agreement; provided that, if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement); (ii) with or into any Subsidiary Guarantor (provided that, (x) such Subsidiary Guarantor shall be the continuing or surviving entity or (y) simultaneously with, or promptly after the consummation of, such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor); (iii) unless such Person is the Borrower or a Subsidiary Guarantor, with or into any Subsidiary of the Borrower (other than a Subsidiary Guarantor) (provided that after giving effect to such transaction the continuing or surviving entity shall remain a Subsidiary of the Borrower); or (iv) with or into Holdings (provided that (x) Holdings shall be the continuing or surviving entity or (y) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings (any such Person, a “Successor Holdings”), (A) Successor Holdings shall be an entity organized or existing under the laws of any state of the United States or any jurisdiction reasonably satisfactory to the Administrative Agent, and (B) Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent; provided that, if the foregoing are satisfied, Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement);

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(b) that (i) any Subsidiary Guarantor may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor (or to a Subsidiary that becomes a Subsidiary Guarantor simultaneously with, or promptly after the consummation of, such transaction) and (ii) any Subsidiary (other than a Subsidiary Guarantor) of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary;

(c) that any single purpose Non-Guarantor Subsidiary or Immaterial Subsidiary may Dispose of all or any portion of its assets in the ordinary course of business and any Non-Guarantor Subsidiary or Immaterial Subsidiary may otherwise liquidate, wind up or be dissolved;

(d) that with respect to the Helicopter Business or the US Aviation Business, as may be required to be in compliance with applicable Requirements of Law or as required by a Governmental Authority, provided that the continuing or surviving entity in any such transaction assumes all of the obligations of any entity that is liquidated, dissolved or is not a surviving entity in such transaction under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and the Administrative Agent maintains its Lien on any Property transferred pursuant to such transaction with the same priority as prior to such transaction; and

(e) in connection with any Disposition permitted by Section 6.5.

6.5 Limitation on Disposition of Property. Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a) the Disposition of obsolete, worn out or surplus Property or Property no longer used or useful in the business;

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(b) to the extent constituting Dispositions, transactions permitted by Sections 6.3, 6.4 (other than Section 6.4(e)), 6.6 (other than Section 6.6(f)) or 6.8;

(c) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;

(d) the sale or issuance of any Capital Stock of any Subsidiary of the Borrower (other than a Subsidiary Guarantor) to any other Subsidiary;

(e) any Recovery Event, provided that the requirements of Section 2.15(b), if applicable, are complied with in connection therewith;

(f) the sale, lease, exchange or disposal of specific development property in connection with the proposed development by the purchaser of such property consistent with the applicable resort master plan, to the extent that the gross proceeds from all Dispositions made pursuant to this paragraph do not exceed an aggregate amount of $30,000,000 in any fiscal year of Holdings;

(g) the sale of retail inventory and other non-real estate assets for cash or for customer credit and the lease of assets, in each case in the ordinary course of business;

(h) the sale of units in resort real estate developments to Club Intrawest for fair market value in exchange for membership, resort points and other interests in Club Intrawest and the sale by Club Intrawest directly or indirectly to the public of such memberships, resort points or other interests for cash or pursuant to seller financing;

(i) (i) the sale of receivables arising from the sale to the public of membership, resort points, and other interests in Club Intrawest or in connection with the collection or compromise of such receivables, and (ii) Dispositions of Investments received in connection with the bankruptcy or reorganization of account debtors and obligors or in settlement of delinquent obligations of, or other disputes with, account debtors and obligors;

(j) the Disposition of real estate or development rights to any Governmental Authority, homeowners association or real estate holder in connection with a resort master plan for nominal, non-cash or no consideration in the ordinary course of business of real estate development or operational activities;

(k) Dispositions of Property in the ordinary course of business to WPRA pursuant to the terms of the WPRA Lease;

(l) [Reserved];

(m) the issuance of any Management Equity;

(n) Dispositions identified on Schedule 6.5(n);

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(o) (i) leases, subleases, licenses, sublicenses or charters of Property in the ordinary course of business and (ii) Dispositions of Intellectual Property that is no longer material to the business of such Intrawest Group Member;

(p) Dispositions by any Intrawest Group Member to any other Intrawest Group Member; provided that the gross proceeds from all Dispositions made by any Loan Party to any Non-Guarantor Subsidiary pursuant to this clause (p) shall not exceed $5,000,000 during the term of this Agreement;

(q) Dispositions of Property to the extent that (i) such Property is exchanged for credit against the purchase price of similar replacement Property or other Property used or useful in the business of the Borrower and its Subsidiaries or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement Property;

(r) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(s) Dispositions of cash and Cash Equivalents;

(t) Dispositions of Investments received in consideration of Dispositions permitted under this Section 6.5;

(u) Dispositions the gross proceeds of which do not exceed an aggregate amount of $5,000,000 during the term of this Agreement; and

(v) any other Disposition of Property or assets; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a binding commitment entered into at a time when no Default or Event of Default exists), no Default or Event of Default shall exist or would result from such Disposition, (ii) the consideration for such Disposition shall be at least equal to the fair market value of such Property or assets at the time of such Disposition (or at the time such binding commitment is entered into) and (iii) at least 75% of such consideration shall be in cash, Cash Equivalents or the assumption of Indebtedness and other liabilities; provided that for the purpose of this clause (iii), (A) any notes or other obligations or other securities or assets received by any Intrawest Group Member in such Disposition that are converted into cash within 180 days of the receipt thereof (to the extent of the cash received) and (B) any Designated Non-Cash Consideration received by any Intrawest Group Member in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed, at the time of receipt of such consideration, 1.0% of Total Assets as of the end of the fiscal quarter immediately prior to the date of such receipt for which financial statements have been delivered pursuant to Section 5.1 (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash.

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6.6 Limitation on Restricted Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted Payments”), except that:

(a) any Subsidiary or the Borrower may make Restricted Payments to any of Holdings, the Borrower or any Subsidiary which owns the Capital Stock of such Subsidiary (so long as, with respect to any Restricted Payment made by a non-Wholly-Owned Subsidiary, to Holdings, the Borrower or any Subsidiary and to each other owner of Capital Stock of such non-Wholly-Owned Subsidiary based on their relative ownership interests of the relevant class of Capital Stock);

(b) any Intrawest Group Member may make Restricted Payments (x) payable in the Capital Stock (other than Disqualified Capital Stock not otherwise permitted by Section 6.2) of such Person and (y) in cash in lieu of fractional shares of such Capital Stock;

(c) any Intrawest Group Member may make Restricted Payments to any other Intrawest Group Member for the purpose of facilitating the application of all or any portion of any Net Cash Proceeds in connection with a reinvestment of such Net Cash Proceeds pursuant to Section 2.15 by any Intrawest Group Member;

(d) any non-Wholly-Owned Subsidiary may make distributions to its partners or other equity holders in accordance with its partnership agreements, articles of incorporation or shareholder agreement, in each case, to the extent that such distributions are made on a pro rata basis to the Intrawest Group Members (based upon the percentage interests held) and each of the other partners or other equity holders of such Subsidiary;

(e) the issuers of Management Equity may make Restricted Payments in the form of Management Equity or to repurchase, retire or otherwise acquire Management Equity or to pay taxes and expenses incurred in connection therewith, or, if such issuer is New Cayman LP or IRH, Holdings may make Restricted Payments in an amount sufficient to fund such repurchase, retirement or acquisition and related taxes and expenses; provided that the aggregate amount of Restricted Payments made pursuant to this Section 6.6(e) to repurchase, retire or otherwise acquire Management Equity (or to fund such repurchase, retirement or acquisition and related taxes and expenses) shall not exceed $5,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years);

(f) to the extent constituting Restricted Payments, the Intrawest Group Members may enter into and consummate transactions (i) permitted by any provision of Section 6.4, 6.5 (other than Section 6.5(b)), 6.8 or 6.9 or (ii) consisting of Restructuring Transactions made on the Closing Date;

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(g) Holdings may make Restricted Payments:

(i) to pay the operating costs and expenses of IRH incurred in the ordinary course of business and other corporate overhead costs and expenses of IRH (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings, the Borrower and its Subsidiaries (including Unrestricted Subsidiaries) and any directors and officers liability insurance and reasonable and customary indemnification claims made by directors, managers or officers of IRH attributable to the ownership or operations of Holdings, the Borrower and its Subsidiaries (including Unrestricted Subsidiaries);

(ii) the proceeds of which shall be used by IRH to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iii) for any taxable period (A) in which Holdings, the Borrower and/or any of its Subsidiaries is a member of a consolidated, combined, unitary or similar tax group (a “Tax Group”) of which IRH or any other direct or indirect parent of Holdings is the common parent or (B) in which Holdings is treated as a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes, to pay U.S. federal, state and local and foreign taxes that are attributable to the taxable income, revenue, receipts, gross receipts, gross profits, capital or margin of Holdings, the Borrower and/or its Subsidiaries (including Unrestricted Subsidiaries); provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such taxes that Holdings, the Borrower and its Subsidiaries (including Unrestricted Subsidiaries) would have been required to pay if they were a stand-alone Tax Group with Holdings as the corporate common parent of such stand-alone Tax Group;

(iv) to finance any Investment that would be permitted to be made pursuant to Section 6.8 if IRH were subject to such Section; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) IRH shall, immediately following the closing thereof, cause (1) all property acquired (whether Property or Capital Stock) to be contributed to Holdings, the Borrower or any Subsidiary or (2) the merger (to the extent permitted in Section 6.4) of the Person formed or acquired into Holdings, the Borrower or any of its Subsidiaries in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10;

(v) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of IRH or any other direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, the Borrower and the Subsidiaries (including Unrestricted Subsidiaries); and

(vi) the proceeds of which shall be used by IRH to pay (or to make dividends or distributions to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering by IRH (or any direct or indirect parent thereof) that is directly attributable to the operations of Holdings, the Borrower and its Subsidiaries;

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(h) Holdings, the Borrower or any of its Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition;

(i) after an initial public offering by IRH, any Restricted Payment by Holdings to pay listing fees and other costs and expenses attributable to IRH being a publicly traded company which are reasonable and customary;

(j) any Intrawest Group Member may make Restricted Payments so long as, before and after giving effect to such Restricted Payment, the Intrawest Group Members are in Pro Forma Compliance with a Total Debt Leverage Ratio of not more than 4.00:1.00;

(k) on any date, any Intrawest Group Member may make Restricted Payments in an aggregate amount not to exceed the Available Amount as of such date and Not Otherwise Applied; provided that at the time of, and immediately following, such Restricted Payment, no Event of Default shall exist; and

(l) after an initial public offering by IRH, other Restricted Payments by Holdings to fund a payment of dividends on the common stock of IRH in an amount not to exceed 2.5% of the Market Capitalization per annum.

6.7 [Reserved].

6.8 Limitation on Investments. Make or hold any Investment, except:

(a) extensions of trade credit (or notes receivable arising from such grant) and deposits, prepayments and other credits to suppliers made in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the bankruptcy or reorganization of suppliers or customers or in settlement of delinquent obligations of, or other disputes with, suppliers and customers, and other credits to suppliers in the ordinary course of business;

(b) Investments in assets that were Cash Equivalents at the time such Investments were made;

(c) Investments arising in connection with the incurrence of Indebtedness, Liens, fundamental changes, Dispositions, Restricted Payments and sale/leaseback transactions permitted by Sections 6.2, 6.3, 6.4, 6.5, 6.6 and 6.11, respectively;

(d) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by (i) any Intrawest Group Member in the Borrower or any Person that, at the time of, prior to or immediately following the consummation of, such Investment, is a Subsidiary Guarantor, and (ii) any Subsidiary (other than a Subsidiary Guarantor) in any other Subsidiary (other than a Subsidiary Guarantor);

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(e) Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any Subsidiary Guarantor in any other Subsidiary (other than a Subsidiary Guarantor) not to exceed $15,000,000 outstanding at any time;

(f) Investments by any Intrawest Group Member in non-Wholly-Owned Subsidiaries or any other Person required under the governing documents for such non-Wholly-Owned Subsidiaries or such other Person or pursuant to other Contractual Obligations or to fund overhead, development, litigation or other expenses of such non-Wholly-Owned Subsidiary or such other Person, provided that, to the extent that any such Investment is not pursuant to a Contractual Obligation that is described on Schedule 6.8(f), (x) the aggregate amount of any reimbursement and indemnity agreement executed by the Intrawest Group Members in favor of a joint venture partner that has executed a full guarantee of the obligations of the Mammoth Mountain joint ventures shall not exceed the aggregate percentage of joint venture interests of such joint venture directly or indirectly controlled by the Intrawest Group Members, (y) the aggregate amount of any other such Investments shall not exceed $10,000,000 outstanding at any one time during the term of this Agreement and (z) non-cash Investments (including contributions of land to any non-Wholly-Owned Subsidiary or joint venture and Dispositions described on Schedule 6.5(n)) shall be permitted and in connection therewith, if requested by any Loan Party in accordance with Section 8.10, the Administrative Agent shall promptly release any Lien on such property being transferred in connection with such Investment;

(g) loans to any employee of the Borrower and/or its Subsidiaries, not to exceed an aggregate principal amount of $5,000,000 at any one time outstanding;

(h) [Reserved];

(i) Investments (i) existing or contemplated on the Closing Date and set forth on Schedule 6.8(i) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the Closing Date by any Intrawest Group Member in any Intrawest Group Member and any modification, renewal or extension thereof; provided that the amount of any Investment permitted pursuant to this Section 6.8(i) is not increased from the amount of such Investment on the Closing Date except (A) by capitalized amounts related to unpaid accrued interest and premium, (B) pursuant to the terms of such Investment as of the Closing Date or (C) as otherwise permitted by this Section 6.8;

(j) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.5;

(k) Permitted Acquisitions;

(l) Investments held by a Subsidiary acquired after the Closing Date or of a Person merged, amalgamated or consolidated with or into the Borrower or any Subsidiary in accordance with Section 6.4 to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

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(m) Guaranties by any Intrawest Group Member of leases (other than Capital Leases) or other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(n) Investments consisting of Hedge Agreements not entered into for speculative purposes, to protect against changes in interest rates, commodity prices or foreign exchange rates;

(o) Investments in Unrestricted Subsidiaries and joint ventures after the date hereof (i) pursuant to which the Borrower or any Subsidiary contributes land, improvements thereon and related Property, in an amount not to exceed $30,000,000 at any time outstanding (valued at the fair market value (as determined by a Responsible Officer in good faith) of such land, improvements and related Property at the time contributed), in exchange for Capital Stock or other interests in such joint venture and (ii) in an amount not to exceed $25,000,000 at any time outstanding;

(p) Investments in an aggregate amount not to exceed the Available Amount as of such date to the extent Not Otherwise Applied;

(q) [Reserved];

(r) Investments in WPRA for the purpose of repaying or prepaying its Indebtedness outstanding under the Winter Park Facility or any Refinancing Indebtedness thereof in an amount not to exceed $3,000,000 in any fiscal year; and

(s) other Investments in an amount not to exceed 1.0% of Total Assets, determined at the time such Investment is made, at any time outstanding.

6.9 Limitation on Optional Payments and Modifications of Subordinated Debt Instruments. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Indebtedness expressly subordinated to the Obligations, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance (each a “Voluntary Prepayment”), other than (i) Voluntary Prepayments in an aggregate amount not to exceed the Available Amount as of such date to the extent Not Otherwise Applied, (ii) Voluntary Prepayments payable in Capital Stock (other than Disqualified Capital Stock), (iii) Voluntary Prepayments payable in cash in lieu of fractional shares of such Capital Stock, (iv) Voluntary Prepayments made to any Loan Party or by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary, (v) any other Voluntary Prepayment so long as, before and after giving effect to such Voluntary Prepayment, the Intrawest Group Members are in Pro Forma Compliance with a Total Secured Debt Leverage Ratio of 4.00:1.00 and (vi) any other Voluntary Prepayment permitted under the Intercompany Debt Subordination Agreement; (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any term of any agreement governing or related to Indebtedness permitted under Section 6.2(k) or (p) in a manner that is not permitted by the applicable intercreditor or subordination agreement with respect thereto for the benefit of the Administrative Agent or the Lenders with respect to the Obligations; or (c) amend its certificate of incorporation or other organizational documents in any manner that is materially adverse to the Lenders (it being understood that any amendment or modification of the independent director provisions in the organizational documents of any Loan Party shall not be deemed materially adverse to the Lenders).

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6.10 Limitation on Transactions with Affiliates. Enter into any transaction involving payments in excess of $5,000,000 (other than the issuance, repurchase, retirement or acquisition of Management Equity and other employment and severance arrangements with officers and employees in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements), including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary, or any entity that becomes a Subsidiary as a result of such transaction), unless such transaction (or, if applicable, the series of related transactions to which such transaction is related) is upon terms no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s-length transaction with a Person that is not an Affiliate, other than (i) the payment of customary fees and reasonably out-of-pocket costs to, and indemnities provided on behalf of, directors, officers, employees and consultants (including those with respect to IRH) in the ordinary course of business, (ii) Indebtedness permitted under Section 6.2, Restricted Payments permitted under Section 6.6 and Investments permitted under Section 6.8, (iii) the Transactions and any transactions relating to the initial public offering by IRH and (iv) payments made by Holdings, the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with IRH or any other direct or indirect parent of Holdings to the extent attributable to the ownership or operation of Holdings, the Borrower and its Subsidiaries (including Unrestricted Subsidiaries).

6.11 Limitation on Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by Holdings, the Borrower or any Subsidiary of real or personal property (other than the WPRA Lease) which has been or is to be sold or transferred by Holdings, the Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Holdings, the Borrower or such Subsidiary, other than any such arrangement whereupon such sale is permitted under Section 6.5 and is made for cash consideration in an amount at least equal to the fair market value of such property, and, if any Capital Lease Obligations are incurred therewith, such Indebtedness is permitted under Section 6.2.

6.12 Limitation on Changes in Fiscal Periods. Permit the fiscal year of Holdings or the Borrower to end on a day other than June 30 or change any such Person’s method of determining fiscal quarters; provided, however, that, upon written notice to the Administrative Agent, Holdings or the Borrower may change its fiscal year ending date or method of determining fiscal quarters to another date or method, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

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6.13 Limitation on Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under any Guarantee Agreement, other than this Agreement and the other Loan Documents and except to the extent that any such agreement (a) exists as of the Closing Date or is a modification, amendment, restatement, replacement, refinancing, renewal or extension thereof, (b) is assumed by Holdings, the Borrower or any of its Subsidiaries in connection with any Acquisition permitted in Section 6.8 or is binding on any Subsidiary at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary), (c) is an agreement governing Indebtedness permitted by Section 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same, (d) [Reserved], (e) is an agreement governing any non-Wholly-Owned Subsidiary or joint venture or a Contractual Obligation of any non-Wholly-Owned Subsidiary or joint venture, (f) relates to cash or other deposits (including escrowed funds) received by Holdings, the Borrower or any of its Subsidiaries or (g) relates to assets subject to Liens permitted by Sections 6.3(c), 6.3(d), 6.3(e), 6.3(f), 6.3(g), 6.3(h), 6.3(i), 6.3(j) or 6.3(l), provided that, (i) to the extent any such agreement is entered into after the Closing Date, such prohibition or limitation shall only be effective against the Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject of such other leases, subleases, licenses, sublicenses, agreements, contracts, deposits or liens and (ii) solely with respect to any non-Wholly-Owned Subsidiary or joint venture, such prohibition or limitation shall only be effective against the Property, revenues or Capital Stock of such non-Wholly-Owned Subsidiary or joint venture.

6.14 Limitation on Restrictions on Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to make Restricted Payments in respect of any Capital Stock of such Subsidiary held by the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary and (iii) any agreement existing as of the Closing Date (or a modification, replacement, renewal or extension thereof) or that is assumed by Holdings, the Borrower or any of its Subsidiaries in connection with any Acquisition permitted in Section 6.8 or is binding on any Subsidiary at the time such Person becomes a Subsidiary (provided that such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary), or that is an agreement governing Indebtedness permitted by Section 6.2 or any customary provisions in leases, subleases, licenses, sublicenses, contracts for management or development of Property, asset sale agreements, merger agreements, stock purchase agreements and other contracts restricting the same; provided that, (x) to the extent any such agreement is entered into after the Closing Date, such encumbrance or restriction shall only be effective against (A) the Property or Person (and its Subsidiaries) acquired in such Acquisition, securing such Indebtedness or that is the subject of such Disposition or other leases, subleases, licenses, sublicenses, agreements or contracts, and (B) the distributions of any Subsidiary of the Borrower (provided that such Subsidiary shall not have any assets other than such assets to be Disposed of or acquired or financed) and (y) solely with respect to any non-Wholly-Owned Subsidiary or joint venture, such encumbrance or restriction shall only be effective against such non-Wholly-Owned Subsidiary or joint venture.

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6.15 [Reserved].

6.16 Limitation on Activities of Holdings. In the case of Holdings, notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) directly conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any material business or operations other than those incidental to its ownership of interests in the Borrower, the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), the filing of tax returns and payment of taxes, and the preparation of reports to Governmental Authorities and its shareholders or partners, (ii) incur, create, assume or suffer to exist any Indebtedness or financial obligations other than in connection with the activities described in clause (i), except (w) Indebtedness permitted by Section 6.2, (x) nonconsensual obligations imposed by operation of law, (y) pursuant to the Loan Documents to which it is a party and (z) obligations with respect to its Capital Stock, or (iii) directly own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends made by the Borrower and Subsidiary Guarantors in accordance with Section 6.6 pending application in the manner contemplated by said Section) and cash equivalents) other than the ownership of interests in the Borrower and in connection with the activities described in clause (i).

Section 7. EVENTS OF DEFAULT

7.1 Events of Default. Each of the following events shall constitute an “Event of Default”:

(a) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within five Business Days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made and is not remedied within 30 days after notice from the Administrative Agent to the Borrower to remedy same or cause same to be remedied; or

(c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) of Section 5.4(a) (with respect to the Borrower only), Section 5.7(a) or Section 6; provided that a default with respect to Section 6.1 shall not constitute an Event of Default under any Facility other than the Revolving Facility (“Financial Covenant Event of Default”), unless the Obligations under the Revolving Facility have been declared immediately due and payable and the Revolving Commitments have been terminated pursuant to this Section 7.1; or

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(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after the date on which the Borrower has received written notice of such failure from the Administrative Agent, or if such default is of a nature that it cannot with reasonable effort be completely remedied within said period of 30 days, such additional period of time as may be reasonably necessary to cure same, provided that the applicable Loan Party commences such cure within such 30 day period and diligently prosecutes same, until completion, but in no event shall such extended period exceed 60 days; or

(e) any Intrawest Group Member shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation or Hedge Agreement, but excluding the Loans) on the scheduled due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than (A) the voluntary sale or transfer of any asset securing such Indebtedness, (B) a refinancing of such Indebtedness permitted to be incurred pursuant to Section 6.2, (C) a drawing by a beneficiary under a letter of credit that gives rise to a reimbursement obligation in respect thereof in accordance with the terms of such Indebtedness, (D) an issuance of capital stock, incurrence of other Indebtedness or sale or other disposition of any assets, in each case that gives rise to mandatory prepayment with the net cash proceeds thereof, so long as such event shall not have otherwise resulted in an event of default with respect to such Indebtedness, and (E) any redemption, conversion or settlement of any such Indebtedness that is convertible into Capital Stock and/or cash pursuant to its terms unless such redemption, conversion or settlement results from a default thereunder), the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided that (A) a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness, with respect to any individual transaction, the outstanding principal amount of which exceeds $30,000,000 and (B) notwithstanding anything to the contrary contained herein, a default, event or condition described in clause (i) of this paragraph (e) with respect to any Indebtedness listed on Schedule 7.1(e) hereto shall not at any time constitute an Event of Default hereunder; or

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(f) (i) any Intrawest Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, arrangement or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, except as permitted under Section 6.4(c), or (B) seeking appointment of a receiver, trustee, custodian, conservator, receiver and manager, liquidator, sequestrator, monitor, or other similar official for it or for all or any substantial part of its assets, or any Intrawest Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Intrawest Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against any Intrawest Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been paid, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Intrawest Group Member shall consent to, approve of, or acquiesce in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Intrawest Group Member shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan, (ii) any failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived, shall exist with respect to any Pension Plan, or any Lien in favor of the PBGC or a Pension Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Pension Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Pension Plan for purposes of Title IV of ERISA, (iv) any Pension Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Pension Plan; and in each case in clauses (i) through (vi) above, such event or condition results in or could reasonably be expected to result in a Material Adverse Effect; or

(h) [Reserved]; or

(i) one or more judgments or decrees shall be entered against any Intrawest Group Member involving for the Intrawest Group Members taken as a whole a liability (to the extent not paid or covered by insurance as to which the relevant insurance company has not denied coverage in writing) of $30,000,000 or more, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

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(j) any of the Security Documents shall cease, for any reason (other than by reason of the express release thereof pursuant to Section 8.10 or the terms thereof or by result of acts or omissions by the Administrative Agent or any Lender), to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert in writing, or any Lien created by any of the Security Documents shall cease for any reason (other than by reason of the express release thereof pursuant to Section 8.10 or the terms thereof or by result of acts or omissions by the Administrative Agent or any Lender) to be enforceable and of the same effect and priority purported to be created thereby; or

(k) the guarantee contained in any Guarantee Agreement shall cease, for any reason (other than by reason of the express release thereof pursuant to Section 8.10 or the terms thereof or by result of acts or omissions by the Administrative Agent or any Lender), to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert in writing; or

(l) any Change of Control shall occur.

If any Event of Default shall have occurred and be continuing, then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically and immediately become due and payable, and (B) if such event is any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; provided that if such event is an Event of Default specified in paragraph (c) above arising from a default with respect to Section 6.1, then, prior to the acceleration of the Revolving Loans and the termination of the Revolving Commitments pursuant to this Section 7.1, the Administrative Agent may only take such actions with the consent of or upon the request of the Required Revolving Lenders, and in such case only with respect to the Revolving Loans and Revolving Commitments.

7.2 Application of Proceeds. All proceeds collected by the Administrative Agent upon any collection, sale, foreclosure or other realization upon any Collateral (including without limitation any distribution pursuant to a plan of reorganization), including any Collateral consisting of cash, shall be applied as follows:

FIRST, to the payment of all costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document;

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SECOND, to the payment in full of all Priority Lien Obligations (including, without limitation, the Cash Collateralization of any undrawn Revolving Facility Letters of Credit) (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Priority Lien Obligations owed to them on the date of any such distribution);

THIRD, to the payment in full of all Pari Passu Lien Obligations (including, without limitation, the Cash Collateralization of any undrawn LC Facility Letters of Credit) (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Pari Passu Lien Obligations owed to them on the date of any such distribution);

FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such non-cash distribution. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

7.3 Cure Right. (a) Notwithstanding anything to the contrary contained in Section 7.1(c), in the event that Holdings and the Borrower fail or may fail to comply with the covenant set forth in Section 6.1 for any Test Period, at any time on or before the tenth Business Day after the date that the financial statements with respect to the fiscal quarter or fiscal year, as applicable, ending on the last day of such Test Period are required to be delivered pursuant to Section 5.1, the Fortress/Grove Funds shall have the right (the “Cure Right”), exercisable no more than five times during the term of this Agreement (and in each Test Period for which a Cure Right is exercised, there shall be at least two fiscal quarters in which no Cure Right has been exercised), to make, or cause one or more Affiliates of the Fortress/Grove Funds to make, cash contributions to, or purchase common equity or other equity interests not constituting Disqualified Capital Stock of, of Holdings (with such cash or proceeds of equity to be contributed to the Borrower) in an amount equal to the amount required to cause Holdings and the Borrower to be in compliance with the financial covenant set forth in Section 6.1 for such Test Period (the “Cure Amount”), upon which the covenants set forth in Section 6.1 shall be recalculated, giving effect to a pro forma increase to Consolidated EBITDA of the Intrawest Group Members in accordance with the definition thereof for the fiscal quarter with respect to which such Cure Right was exercised in an amount equal to such Cure Amount (and such increase shall be included in each period that includes such fiscal quarter); provided, however, that such pro forma adjustment to Consolidated EBITDA of the Intrawest Group Members shall be given solely for the purpose of determining the existence of a Default or an Event of Default under the covenants set forth in Section 6.1 with respect to any period that includes the fiscal quarter with respect to which such Cure Right was exercised and not for any other purpose under any Loan Document.

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(b) If, after the exercise of the Cure Right and the recalculations pursuant to Section 7.3(a) above, the Borrower shall then be in compliance with the requirements of the covenants set forth in Section 6.1 for such Test Period, the Borrower shall be deemed to have satisfied the requirements of the covenants set forth in Section 6.1 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable Default or Event of Default under Section 7.1(c) that had occurred shall be deemed cured; provided, however, that (i) the Cure Amount shall be no greater than the amount required to cause the Borrower to be in compliance with Section 6.1 and (ii) to the extent that the Cure Amount proceeds are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the covenants in Section 6.1 for the period with respect to which such Cure Amount applies.

(c) If on a pro forma basis after giving effect to the investment of cash in equity of Holdings pursuant to the preceding clause (a), the Borrower would have been in compliance with the covenants set forth in Section 6.1 as of the date of the relevant Compliance Certificate, the Event of Default under Section 6.1 shall be deemed to have not occurred. During the pendency of any cure right afforded to the Intrawest Group Members pursuant to Section 7.3(a), the Administrative Agent shall not exercise any remedies described under Section 7.1 or otherwise for failure to satisfy the financial covenant set forth in Section 6.1.

Section 8. THE ADMINISTRATIVE AGENT

8.1 Appointment and Authority. (a) Each of the Lenders hereby irrevocably appoints Goldman Sachs to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Section are solely for the benefit of the Administrative Agent and the Lenders, and none of the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions (except as provided in Section 8.6 below).

(b) [Reserved].

(c) The Administrative Agent shall also act as the collateral agent under the Loan Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as collateral agent, and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Section 8 and Section 9 (including Section 9.5(b), as though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Loan Documents) as if set forth in full herein with respect thereto.

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8.2 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

8.3 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;

(d) shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.1 and 7.1) or (ii) in the absence of its own gross negligence, bad faith or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender;

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(e) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, (vi) perfecting, maintaining, monitoring, preserving or protecting the security interest or lien granted under this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, (vii) the filing, re-filing, recording, re-recording or continuing of any document, financing statement, mortgage, assignment, notice, instrument of further assurance or other instrument in any public office at any time or times, (viii) providing, maintaining, monitoring or preserving insurance on or the payment of taxes with respect to any of the Collateral or (ix) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent;

(f) shall not be required to qualify in any jurisdiction in which it is not presently qualified to perform its obligations as Agent; and

(g) shall not be required to (i) expend or risk its own funds or provide indemnities in the performance of any of its duties hereunder or the exercise of any of its rights or powers, or (ii) otherwise incur any financial liability in the performance of its duties hereunder or the exercise of any of its rights or powers, except for such expense, indemnity or liability, if any, arising out of the Administrative Agent’s gross negligence, bad faith or willful misconduct in the performance of its duties hereunder or under any other Loan Document, as determined by a judgment of a court of competent jurisdiction.

No requirement in any Loan Document for a Loan Party to provide evidence, opinion, information, documentation or other material requested or required by the Administrative Agent shall be construed to mean that the Administrative Agent has any responsibility to request or require such evidence, opinion, information, documentation or other material. No Lender shall assert, and each Lender hereby waives, any claim against the Administrative Agent, including any predecessor agent, its sub-agents and their respective Affiliates in respect of any action taken or omitted to be taken by any of them, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

8.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower or any Lender), independent accountants and other experts, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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8.5 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section 8 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

8.6 Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default under Section 7.1(a) or (f) is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Issuing Bank and the Lenders, with the consent of the Borrower (not to be unreasonably withheld or delayed) unless an Event of Default under Section 7.1(a) or (f) is continuing, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower, the Issuing Bank and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Section 8 and Section 9.5 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

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8.7 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

8.8 No Other Duties, Etc.. Anything herein to the contrary notwithstanding, the Arrangers listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in their capacities, as applicable, as the Administrative Agent or a Lender hereunder.

8.9 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.12 and 9.5) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.12 and 9.5.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender or in any such proceeding.

8.10 Collateral and Guaranty Matters; Rights Under Hedge Agreements. (a) Each of the Lenders irrevocably authorizes the Administrative Agent to release or evidence the release of any Lien on any property granted to or held by the Administrative Agent under any Loan Document, to release any Guarantor from its obligations under a Guarantee Agreement or any Loan Document or to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document, in each case as provided in Section 9.22.

(b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any guarantor from its obligations under the Loan Documents pursuant to Section 9.22.

(c) No Hedge Agreement will create (or be deemed to create) in favor of any Lender Counterparty that is a party thereto any rights to manage or release any Collateral or of the obligations of any Guarantor under the Loan Documents except as expressly provided in Section 9.1(xi). By accepting the benefits of the Collateral, such Lender Counterparty shall be deemed to have appointed the Administrative Agent as its agent and agreed to be bound by the Loan Documents as a Secured Party, subject to the limitations set forth in this clause (c).

8.11 Withholding Taxes. To the extent required by any applicable Requirements of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax except to the extent that such Lender has established an exemption from or reduction of such withholding tax by complying with the requirements of paragraph (d) or (e) of Section 2.21 or that such tax has been withheld by a Loan Party. Without limiting or expanding the provisions of Section 2.21, each Lender shall, and does hereby, indemnify the Administrative Agent against, and shall make payable in respect thereof within thirty (30) days after demand therefor, any and all taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of, withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.11. The agreements in this Section 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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8.12 Intercreditor and Subordination Agreements. Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to enter into any Intercreditor Agreement or any other intercreditor or subordination agreement pertaining to any subordinated debt or other debt secured by the Collateral or any portion thereof on its behalf and to take such action on its behalf under the provisions of any such agreement.

Section 9. MISCELLANEOUS

9.1 Amendments and Waivers. Neither this Agreement or any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1. The Required Lenders, the Borrower and each other Loan Party which is a party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent, the Borrower and each other Loan Party which is a party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding or removing any provisions to this Agreement or the other Loan Documents or changing in any manner the rights and obligations of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that the Administrative Agent may, with the consent of Holdings and the Borrower only and without the need to obtain the consent of any Lender, amend, supplement or modify this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, supplement or modification does not adversely affect the rights of any Lender or the Issuing Bank or the Lenders shall have received at least five Business Days’ prior written notice thereof and Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment; provided further, however, that no such waiver and no such amendment, supplement or modification shall:

(i) forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit, extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest or fee payable under this Agreement (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders), and (y) that any amendment or modification of defined terms used in the financial ratios in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any Installment payment, extend the time for payment of any interest, fees or premium, increase the amount or extend the expiration date of any Commitment of any Lender, or, unless Cash Collateralized in an amount equal to the Minimum Collateral Amount with respect thereto, extend the stated expiration date of any Revolving Facility Letter of Credit beyond the Revolving Commitment Termination Date or any LC Facility Letter of Credit beyond the LC Facility Commitment Termination Date, in each case without the consent of each Lender directly affected thereby;

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(ii) amend, modify or waive any provision of this Section without the consent of each Lender, or, except as contemplated by the last paragraph of this Section 9.1, reduce any percentage specified in the definition of Required Lenders or reduce the consent required under any provision pursuant to which the consent of Required Lenders is necessary, in each case without the consent of each Lender directly affected thereby;

(iii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents without the consent of each Lender, other than to a Successor Borrower;

(iv) amend, modify or waive any provision of Section 8, or any other provision affecting the rights, duties or obligations of the Administrative Agent, without the consent of the Administrative Agent;

(v) amend, modify or waive any provision of Section 2.18 without the consent of each Lender directly affected thereby;

(vi) (A) amend, modify or waive any provision of Section 2.4, 2.5, 2.23(d) or this clause (vi)(A) or any other provision of this Agreement relating to Letters of Credit, or any definitions used in such provisions to the extent the modification thereof would have the effect of modifying or changing the meaning of Section 2.4, 2.5 or 2.23(d), or any other provision affecting the rights, duties or obligations of any Issuing Bank, without the consent of the Issuing Bank, (B) amend, modify or waive any provision of Section 2.4(j), amend or modify Section 6.1, the proviso to the second sentence of Section 7.1, or Section 7.3 (including, in each case, related definitions to the extent the modification thereof would have the effect of modifying Section 6.1 or Section 7.3) or waive or consent to any waiver of a Financial Covenant Event of Default without the consent of the Required Revolving Lenders or (C) amend, modify or waive any provision of Section 2.5(h) without the consent of the Required LC Facility Lenders;

(vii) except upon satisfaction of the Termination Conditions, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(viii) release all or substantially all of the value of the Guarantee Agreements, without the written consent of each Lender, except (i) to the extent the release of any Subsidiary from a Guarantee Agreement is permitted pursuant to Section 9.22 (in which case such release may be made without the consent of any Lender) or (ii) upon satisfaction of the Termination Conditions;

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(ix) amend or modify Section 2.14(b)(iii) without the consent of each Lender holding LC Facility Commitments;

(x) amend or modify the definition of “Priority Lien Obligations” or amend, modify or waive any other provision of this Agreement or the Security Agreement in a manner that would adversely affect the priority Lien status of the Priority Lien Obligations without the consent of the Issuing Bank and each Lender holding Revolving Loans and/or Revolving Commitments; or

(xi) amend, modify or waive any provision of this Agreement or the Security Agreement so as to alter the ratable treatment of Pari Passu Lien Obligations arising under the Loan Documents and Pari Passu Lien Obligations arising under Hedge Agreements or the definitions of “Lender Counterparty,” “Hedge Agreement” or “Obligations” (with respect to the treatment of obligations under Hedge Agreements owed to Lender Counterparties) in each case in a manner adverse to any Lender Counterparty with Obligations then outstanding without the written consent of any such Lender Counterparty;

provided, further, that any Loan Document may be waived, amended, supplemented or modified pursuant to an agreement or agreements in writing entered into by Holdings, the Borrower and the Administrative Agent (without the consent of any Lender) solely to grant a new Lien for the benefit of the Secured Parties or extend an existing Lien over additional property.

Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section; provided that delivery of an executed signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

Notwithstanding the foregoing, Guarantee Agreements, Security Documents and related documents executed in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent, Holdings and the Borrower only and without the need to obtain the consent of any Lender if such amendment or waiver is delivered solely to the extent necessary to (i) comply with local Law or advice of local counsel or (ii) cause such Guarantee Agreement, Security Document or related document to be consistent with this Agreement and the other Loan Documents.

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Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) (a) through an Extension Amendment on terms consistent with Section 2.25; (b) in connection with any Incremental Term Loan or Incremental Equivalent Debt on terms consistent with Section 2.27; (c) in connection with any Replacement Revolving Commitments, Replacement LC Commitments, Replacement Term Loans or Credit Agreement Refinancing Indebtedness on terms consistent with Section 2.28, and (d) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and Commitments hereunder and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and provide for class voting to the extent appropriate.

Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Affiliated Loan Funds shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts actually included in determining whether the threshold in the definition of Required Lenders has been satisfied. The voting power of each Lender that is an Affiliated Loan Fund shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.

9.2 Notices. Except as otherwise provided in Section 4.2(b), all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telefacsimile), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telefacsimile notice, when received, addressed (a) in the case of Holdings, the Borrower and the Administrative Agent, as follows and (b) in the case of the Lenders, at its primary address set forth below its name on Appendix A or otherwise indicated to Administrative Agent in writing or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:

Holdings and	c/o Intrawest U.S. Holdings Inc.
and the Borrower:	1621 18th Street, Suite 300
	Denver, CO 80202
	Attention: Chief Financial Officer
	Facsimile: (303) 749-8201
	Telephone: (303) 749-8355
	and
	Attention: Chief Legal Officer
	Facsimile: (303) 749-8201
	Telephone: (303) 749-8355

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with a copy to:	Fortress Investment Group LLC
	1345 Avenue of the Americas
	New York, New York 10105
	Attention: R. Nardone
	Facsimile: (212) 798-6120
	Telephone: (212) 798-6110
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP
	155 N. Wacker Drive
	Chicago, Illinois 60606-1720
	Attention: Seth E. Jacobson
	Facsimile: (312) 407-8511
	Telephone: (312) 407-0889
The Administrative
Agent and Swingline Lender:
Goldman Sachs Lending Partners LLC,
c/o Goldman, Sachs & Co.
30 Hudson Street, 36th Floor
Jersey City, NJ 07302
Attention: SBD Operations
Email: gsd.link@gs.com and ficc-sbdagency-nydallas@ny.email.gs.com
with a copy to:
Goldman Sachs Lending Partners LLC
200 West Street
New York, New York 10282-2198
Attention: Anna Ashurov
Issuing Bank:
Goldman Sachs Bank USA
c/o Archon Group LP
6011 Connection Drive
Irving, Texas 75039
Attn: Loan Operations/ Servicing — Letter of Credit Department Manager

provided that any notice, request or demand to or upon the Administrative Agent, the Issuing Bank or any Lender shall not be effective until received.

Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent, the applicable Issuing Bank and the applicable Lender. The Administrative Agent, any Issuing Bank or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS AND/OR INFORMATION PROVIDED BY OR ON BEHALF OF THE BORROWER HEREUNDER (“BORROWER MATERIALS”) OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Holdings’, the Borrower’s or the Administrative Agent’s transmission of materials and/or information provided by or on behalf of the Borrower hereunder through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Holdings, the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

9.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

9.4 Survival of Representations and Warranties. All representations and warranties made herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.

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9.5 Payment of Expenses.

(a) The Borrower agrees (a) to pay or reimburse each of the Agents and each Arranger for all its reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, negotiation, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of a single law firm as counsel to the Agents and the Arrangers and one local counsel to the Agents in any relevant jurisdiction and the charges of IntraLinks, (b) to pay all out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, (c) to pay or reimburse each Lender, the Issuing Bank and the Agents for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents, any Letter of Credit issued hereunder and any other documents prepared in connection herewith or therewith, including, without limitation, all costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Laws, the reasonable and documented fees and disbursements of a single law firm as counsel to the Lenders, the Issuing Bank and the Agents taken as a whole and one local counsel to the Lenders, the Issuing Bank and the Agents taken as a whole in any relevant material jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction, (d) to pay, indemnify, or reimburse each Lender, the Issuing Bank and the Agents for, and hold each Lender, the Issuing Bank and the Agents harmless from, any and all reasonable recording and filing fees and any and all reasonable liabilities with respect to, or resulting from any delay in paying Other Taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents, any Letter of Credit issued hereunder and any such other documents, and (e) to pay, indemnify or reimburse each Lender, the Issuing Bank, the Agents, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, claims (including Environmental Claims), actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (limited to, in the case of counsel, the reasonable and documented fees and disbursements of a single law firm as counsel to the Indemnitees taken as a whole and one local counsel to the Indemnitees taken as a whole in any relevant material jurisdiction and, if a conflict exists among such Persons, one additional primary counsel and, if necessary or advisable, one local counsel in each relevant jurisdiction) whether direct, indirect, special or consequential, incurred by an Indemnitee or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds thereof (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, occupied or operated by the Borrower or any of its Subsidiaries, or any liability under any Environmental Law related in any way to the Borrower or any of its Subsidiaries or any of their respective properties, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”), but excluding, in each case, taxes which shall be governed by Section 2.21; provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (x) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, willful misconduct or material breach of its obligations under this Agreement of such Indemnitee or (y) resulted from any dispute that does not involve an act or omission by the Borrower or any of their respective affiliates, shareholders, partners or other equity holders and that is brought by an Indemnitee against another Indemnitee other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, Deed of Trust Trustee, the Issuing Bank, the Swing Line Lender or an Arranger under the Facilities. No Indemnitee shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons or for any special, indirect, consequential or punitive damages in connection with the Facility. Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section shall be payable not later than 30 days after written demand therefor. Statements payable by the Borrower pursuant to this Section shall be submitted to R. Nardone (Telephone No. (212) 798-6110) (Fax No. (212) 798-6120), at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a notice to the Administrative Agent. The agreements in this Section shall survive the termination of the Commitments and the repayment of the Loans and all other amounts payable hereunder.

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(b) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any Issuing Bank or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or an Issuing Bank in connection with such capacity.

9.6 Successors and Assigns; Participations and Assignments. (a)  This Agreement shall be binding upon and inure to the benefit of Holdings, the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of their rights or obligations under this Agreement except in a transaction permitted pursuant to Section 6.4(a)(x)(i) without the prior written consent of the Administrative Agent and each Lender.

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(b) Any Lender may, without the consent of the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Loan owing to such Lender, any Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents; provided, however, no Lender shall be permitted to sell any such participating interest to (i) any of the Fortress/Grove Funds, any of their respective Affiliates (other than any Affiliated Loan Fund) or any of their respective associated investment funds, (ii) a natural person or (iii) any Disqualified Assignee. In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Loan for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would require the consent of all Lenders pursuant to Section 9.1. The Borrower agrees that if amounts outstanding under this Agreement and the Loans are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if such Participant were a Lender hereunder. The Borrower also agrees that each Participant shall be entitled through the Lender granting the participation to the benefits of Sections 2.19, 2.20 or 2.21 with respect to its participation in the Commitments and the Loans outstanding from time to time as if such Participant were a Lender; provided that, in the case of Section 2.21, such Participant shall have complied with the requirements of said Section; and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred unless such transfer was made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal and interest amount of each Participant’s interest in the Loans held by it (the “Participant Register”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of the participation in question for all purposes of this Agreement, notwithstanding notice to the contrary.

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(c) Any Lender (an “Assignor”) may, in accordance with applicable law and the written consent of the Administrative Agent (which shall not be unreasonably withheld or delayed, and which consent shall not be required in connection with an assignment made by or to an Arranger), the Issuing Bank (with respect to assignments of Revolving Commitments or LC Facility Commitments) (which shall not be unreasonably withheld or delayed, and which consent shall not be required in connection with an assignment made by or to an Arranger) and, so long as no Event of Default under Section 7.1(a) or (f) has occurred and is continuing, the Borrower (which shall not be unreasonably withheld or delayed, and which consent shall not be required in connection with an assignment made to or, in connection with the primary syndication of the Facilities (other than assignments to any Disqualified Assignee), by an Arranger) (provided that the Borrower shall be deemed to have consented to any such assignment unless they shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), at any time and from time to time assign to any Lender or any affiliate, Related Fund or Control Investment Affiliate thereof, to an additional bank, financial institution or other entity (an “Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance executed by such Assignee and such Assignor and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that assignments made to any Lender, an affiliate of a Lender or a Related Fund will not be subject to the above described consents; provided, further, that (i) no assignment to an Assignee (other than any Lender or any affiliate thereof) of Term Loans shall be in an aggregate principal amount of less than $1,000,000 (other than in the case of an assignment of all of a Lender’s interests in the Term Loan Facility under this Agreement) and, after giving effect thereto, the assigning Lender (if it shall retain any Term Loans) shall have Term Loans aggregating at least $1,000,000, (ii) no such assignment to an Assignee (other than any Lender or any affiliate thereof) of Revolving Loans and Revolving Commitments shall be in an aggregate principal amount of less than $2,500,000 (other than in the case of an assignment of all of a Lender’s interests in the Revolving Facility under this Agreement) and, after giving effect thereto, the assigning Lender (if it shall retain any Revolving Loans and Revolving Commitments) shall have Revolving Loans and Revolving Commitments aggregating at least $2,500,000, and (iii) no such assignment to an Assignee (other than any Lender or any affiliate thereof) of LC Facility Commitments shall be in an aggregate principal amount of less than $2,500,000 (other than in the case of an assignment of all of a Lender’s interests in the LC Facility under this Agreement) and, after giving effect thereto, the assigning Lender (if it shall retain any LC Facility Commitments) shall have LC Facility Commitments aggregating at least $2,500,000, in each case unless otherwise agreed by the Administrative Agent and the Borrower; provided, however, no Lender shall be permitted to assign all or any part of its rights and obligations under this Agreement to (i) any of the Fortress/Grove Funds, any of their respective Affiliates or any of their respective associated investment funds (other than Holdings, the Borrower or any of their respective Subsidiaries), unless the additional limitations set forth in Section 9.6(d) are satisfied, (ii) Holdings, the Borrower or any of their respective Subsidiaries, except pursuant to Borrower Loan Purchase made in accordance with Section 9.6(i), (iii) any natural person or (iv) any Disqualified Assignee. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with Commitments and/or Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto, except as to Sections 2.20, 2.21 and 9.5 in respect of the period prior to such effective date). For purposes of the minimum assignment amounts set forth in this paragraph, multiple assignments by two or more Related Funds shall be aggregated. Any assignment or participation to a Disqualified Assignee is void ab initio unless such assignment or participation, as the case may be, has been approved by the Borrower, in which case such assignee or participant shall not be considered a Disqualified Assignee solely for such particular assignment or participation, as the case may be. In the case of an assignment not approved by the Borrower, such Disqualified Assignee shall be deleted from the Register upon written notification from the Borrower. Except for providing the list of Disqualified Assignees to each Lender, the Administrative Agent shall have no responsibility or liability to monitor or enforce such list of Disqualified Assignees.

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(d) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, any Lender may assign all or a portion of its Term Loans to any of the Fortress/Grove Funds or any of their respective Affiliates or any of their respective associated investment funds, other than Holdings, the Borrower or any of their respective Subsidiaries (an “Affiliated Lender”), pursuant to an Affiliated Lender Assignment and Assumption in accordance with this Section 9.6(d) (which assignment will not constitute a prepayment of Term Loans for any purposes of this Agreement and the other Loan Documents); provided that:

(i) Affiliated Lenders (other than Affiliated Loan Funds) will not have the right to receive, and will not receive, information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to, and will not, attend or participate in meetings or conference calls attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to the Lenders;

(ii) notwithstanding anything in Section 9.1 or the definition of “Required Lenders” to the contrary, for purposes of determining whether the “Required Lenders” have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of this Agreement or any other Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to this Agreement or any other Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under this Agreement or any other Loan Document, all Term Loans held by any Affiliated Lender (other than Affiliated Loan Funds) shall be deemed to have voted in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders for all purposes of calculating whether the Required Lenders have taken any actions, and each Affiliated Lender (other than Affiliated Loan Funds) hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (ii). Affiliated Loan Funds shall not be subject to the limitations set forth in this clause (ii), and shall be entitled to vote as any other Lender;

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(iii) the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders (other than Affiliated Loan Funds) may not exceed 20% of the then outstanding principal amount of all Term Loans, and any assignments that cause the Affiliated Lenders (other than Affiliated Loan Funds) in the aggregate to exceed such percentages, as applicable, shall be deemed void ab initio and the Register shall be modified to reflect a reversal of such assignment;

(iv) each of the parties hereto and any Lender participating in any assignment to an Affiliated Lender acknowledge and agree that in connection with such assignment, (A) the assignee then may have, and later may come into possession of Excluded Information, (B) such Lender has, independently and without reliance on such Affiliated Lender, any of its Subsidiaries, the Administrative Agent or any of its affiliates, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (C) none of the Affiliated Lenders or any of its Subsidiaries, the Administrative Agent or any of its affiliates shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against such Affiliated Lender, any of its Subsidiaries, the Administrative Agent and any of its affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (D) the Excluded Information may not be available to the Administrative Agent or the other Lenders;

(v) no Event of Default has occurred and is continuing at the time of such assignment to an Affiliated Lender (other than an Affiliated Loan Fund) or would result from such assignment; and

(vi) each Affiliated Lender, solely in its capacity as a Lender, hereby further agrees that if any Loan Party shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Law, each such Affiliated Lender shall be deemed to have voted in such proceeding in the same proportion as the allocation of voting with respect to such proceeding by those Lenders who are not Affiliated Lenders, except to the extent that any matter under such proceeding proposes to treat the Obligations of the Loan Parties under the Loan Documents held by such Affiliated Lender in a manner that is less favorable to such Affiliated Lender in any material respect than the proposed treatment of similar Obligations of the Loan Parties under the Loan Documents held by other Lenders. Each Affiliated Lender agrees and acknowledges that the foregoing constitutes an irrevocable proxy in favor of the Administrative Agent to vote or consent on behalf of such Affiliated Lender in any proceeding in the manner set forth above; provided that any Affiliated Lender that qualifies as an Affiliated Loan Fund shall not be subject to the limits set forth in this Section 9.6(d)(v).

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(e) Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in any case where the consent of any other Person is required by Section 9.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (provided, however, that (i) Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (ii) no such fee shall be required to be paid (A) in connection with an assignment by or to any Arranger or any Affiliate thereof or (B) in the case of an Assignee which is already a Lender or any affiliate, Related Fund or Control Investment Affiliate thereof), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Borrower. On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the applicable Notes of the assigning Lender) a new Note to the order of such Assignee in an amount equal to the Loans assumed or acquired by it pursuant to such Assignment and Acceptance and, if the Assignor has retained Loans, upon request, a new Note to the order of the Assignor in an amount equal to the Loans retained by it hereunder. Such new Note or Notes shall be dated the Closing Date and shall otherwise be in the form of the Note or Notes replaced thereby.

(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests in Loans and Notes, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. Each party hereto also agrees that each SPC shall be entitled to the benefits of Sections 2.19, 2.20 or 2.21 through its Granting Lender with respect to its granted interest in the Commitments and the Loans outstanding from time to time as if such SPC were a Lender; provided that, in the case of Section 2.21, such SPC shall have complied with the requirements of said Section; and provided, further, that no SPC shall be entitled to receive any greater amount pursuant to any such Section than the Granting Lender would have been entitled to receive in respect of the amount of the interest granted by such Granting Lender to such SPC had no such grant occurred unless such grant was made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). In addition, notwithstanding anything to the contrary in this Section 9.6(g), any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion) to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans, and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC; provided that non-public information with respect to the Borrower may be disclosed only with the Borrower’s consent which will not be unreasonably withheld. This Section 9.6(g) may not be amended without the written consent of any SPC with Loans outstanding at the time of such proposed amendment. To the extent an SPC provides a Loan, the applicable Lender may maintain a register on behalf of the Borrower and the SPC’s interest must be entered in the register.

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(h) [Reserved].

(i) Purchases of Term Loans by the Borrower.

(i) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Borrower shall have the right to voluntarily purchase Term Loans from one or more Lenders and simultaneously cancel or retire such Term Loans and the Lenders shall be permitted to sell or assign such Term Loans to the Borrower (in each case, a “Borrower Loan Purchase”) subject to all the other requirements of this Section 9.6(i).

(ii) The Borrower may conduct one or more modified “Dutch auctions” (each, an “Auction”) to repurchase all or any portion of the Term Loans; provided that (A) notice of the Auction shall be made to all Lenders having or holding Term Loans and (B) the Auction shall be conducted pursuant to customary procedures as the Auction Manager may establish which are consistent with this Section 9.6(i) and are otherwise reasonably acceptable to the Auction Manager and the Administrative Agent.

(iii) The Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer stating that no Default or Event of Default exists at the time of such purchase and assignment or would result from such purchase and assignment.

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(iv) The Borrower shall not use the proceeds of any Revolving Loans to acquire such Term Loans.

(v) On and after the effective date of such Borrower Loan Purchase (the “Borrower Loan Purchase Effective Date”), (i) the Term Loans purchased by the Borrower shall be deemed cancelled or retired for all purposes and shall no longer be deemed outstanding (and may not be resold by the Borrower) for all purposes of this Agreement and all other Loan Documents (notwithstanding any provisions herein or therein to the contrary), including, but not limited to, (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Loan Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Loan Document, (C) the providing of any rights to the Borrower as a Lender under this Agreement or any other Loan Document, (D) the determination of the Required Lenders and (E) the calculation of the amount of Indebtedness hereunder, and (ii) no interest or fees of any type shall accrue from and after a Borrower Loan Purchase Effective Date on any Term Loans purchased by the Borrower on such Borrower Loan Purchase Effective Date. For clarification purposes, the Borrower shall never be deemed to be a Lender hereunder.

(vi) The Lenders hereby consent to the transactions described in this Section 9.6(i) and waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.17(c), 2.18 and 9.6) and any other Loan Document that might otherwise result in a breach of this Agreement or create an Event of Default as a result of or in connection with the consummation of any Borrower Loan Purchase. The Lenders acknowledge that purchases made by the Borrower pursuant to this Section 9.6(i) may result in the retirement of Term Loans on a non-pro rata basis among the Lenders. The Lenders further acknowledge that any payment made to a Lender in connection with a Borrower Loan Purchase is solely for the account of such Lender and no ratable sharing of such proceeds is required under this Agreement or any other Loan Document.

(vii) All Borrower Loan Purchases and subsequent cancellation or retirement of such Term Loans by the Borrower pursuant to this Section 9.6(i) shall be used to prepay the Term Loans in direct order of maturity of the scheduled remaining Installments of principal of the Term Loans.

(viii) Each of the parties hereto and any Lender participating in any Borrower Loan Purchase pursuant to this Section 9.6(i) acknowledge and agree that in connection with any such Borrower Loan Purchase, (A) the Borrower then may have, and later may come into possession of Excluded Information, (B) such Lender has, independently and without reliance on the Borrower, any of its Subsidiaries, the Administrative Agent or any of their respective affiliates, made its own analysis and determination to participate in such Borrower Loan Purchase notwithstanding such Lender’s lack of knowledge of the Excluded Information, (C) none of the Borrower, its Subsidiaries, the Administrative Agent nor any Affiliate of the foregoing shall have any liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the Borrower, its Subsidiaries, the Administrative Agents and any Affiliate of the foregoing, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (D) the Excluded Information may not be available to the Administrative Agents or the other Lenders.

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9.7 Adjustments; Set-off. (a)   If any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuation of any Event of Default, each Lender shall have the right, without prior notice to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.

9.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

9.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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9.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of Holdings, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.12 Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:

(a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d) agrees that the Administrative Agent and the Lenders retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction in connection with the exercise of any rights under any Security Document or the enforcement of any judgment;

(e) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(f) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

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9.13 Acknowledgments. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of Holdings, and the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers are arm’s-length commercial transactions between Holdings, the Borrower and their respective Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) each of Holdings and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings, and the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and each Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for Holdings, the Borrower or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor any Arranger has any obligation to Holdings, the Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrower and their respective Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose any of such interests to Holdings, the Borrower or any of their respective Affiliates. To the fullest extent permitted by law, each of Holdings, and the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

9.14 Confidentiality. Each of the Administrative Agent and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential (“Information”); provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any affiliate of any thereof, (b) to any Participant or Assignee (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section or substantially equivalent provisions, (c) to any of its or its affiliates’ employees, directors, agents, attorneys, accountants and other professional advisors, (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section or substantially equivalent provisions), (e) upon the request or demand of any Governmental Authority having jurisdiction over it, (f) to the extent required in response to any order of any court or other Governmental Authority or to the extent otherwise required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (j) to any other party hereto, (k) with the consent of the Borrower or (l) in connection with the exercise of any remedy hereunder or under any other Loan Document; provided that, in the event a Lender receives a summons or subpoena to disclose confidential information to any party, such Lender shall, if legally permitted, endeavor to notify the Borrower thereof as soon as possible after receipt of such request, summons or subpoena and to afford the Loan Parties an opportunity to seek protective orders, or such other confidential treatment of such disclosed information, as the Loan Parties may deem reasonable. Any Person required to maintain the confidentiality of Information as provided in this Section 9.14 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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9.15 Accounting Changes. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, and either the Borrower or the Required Lenders shall so request, then the Borrower and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered in accordance with Section 9.1, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants, any other generally accepted accounting authority which provides regulation standard or, if applicable, the SEC.

9.16 WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

9.17 Conversion of Currencies. (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligations of the Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower contained in this Section 9.17 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

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9.18 [Reserved].

9.19 [Reserved].

9.20 USA PATRIOT Act. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act.

9.21 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the Issuing Bank or any Lender, or the Administrative Agent, the Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The obligations of the Lenders and the Issuing Bank under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

9.22 Releases of Collateral and Guarantees. Each of the Lenders (including in its capacity as a potential Lender Counterparty) and the Issuing Bank irrevocably authorizes the Administrative Agent to be the agent for the representative of the Lenders with respect to the Guarantee Agreements, the Collateral and the Security Documents; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Obligations with respect to any Hedge Agreements, and the Administrative Agent agrees that:

(a) The Administrative Agent’s Lien on any property granted to or held by the Administrative Agent under any Loan Document shall be automatically and fully released (A) upon satisfaction of the Termination Conditions, (B) at the time the Property subject to such Lien is sold (other than to any other Loan Party or other Person that would be required pursuant to any Security Document to grant a Lien on such Collateral to the Administrative Agent for the benefit of the Secured Parties after giving effect to such Disposition) as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (C) if the Property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its obligations under a Guarantee Agreement pursuant to clause (b) below, (D) with respect to the property of any Unrestricted Subsidiary upon the designation of such Person as an Unrestricted Subsidiary in accordance with Section 5.16, or (E) if approved, authorized or ratified in writing in accordance with Section 9.1.

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(b) Any Guarantor shall be released from its obligations under a Guarantee Agreement or any other Loan Document (i) in connection with a Replacement Secured Financing described in Section 6.2(u), (ii) with respect to any Guarantor that is designated as an Unrestricted Subsidiary upon such designation in accordance with Section 5.16, or (iii) if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder, to the extent necessary to permit consummation of such transaction as permitted by the Loan Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any other Indebtedness expressly subordinated to the Obligations.

(c) At the request of the Borrower, it will subordinate or release its Lien on any property granted to or held by the Administrative Agent under any Loan Document in connection with the incurrence of any Indebtedness that is permitted by Section 6.2(c), (f) or (u) (including, in the case of Indebtedness permitted by Section 6.2(u), the Capital Stock of the owner of the assets subject to such Replacement Secured Financing so long as arrangements reasonably satisfactory to the Administrative Agent are made to ensure the Administrative Agent maintains an interest in the residual value of the assets subject to such Replacement Secured Financing through a Lien on an indirect parent of the owner of such assets).

(d) At the request of the Borrower, it will subordinate its Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.3(e), (f), (g), (i), (j), (s) or (y), or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 9.1) have otherwise consented.

(e) On the date that the Termination Conditions are satisfied, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents shall terminate, all without the need to deliver any instrument or performance of any act by any Person.

(f) It will promptly execute, authorize or file such documentation as may be reasonably requested by any Grantor to release or subordinate, or evidence the release or subordination (in registrable form, if applicable), its Liens with respect to any Collateral or the guarantee obligations of any Guarantor as set forth in this Section 9.22; provided that the foregoing shall be at the Borrower’s expense.

9.23 Time. Time is of the essence in all respects hereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

INTRAWEST OPERATIONS GROUP HOLDINGS, LLC
By:	/s/ Joshua B. Goldstein
	Name: Joshua B. Goldstein
	Title: Chief General Counsel, Senior Vice President and Secretary
INTRAWEST OPERATIONS GROUP, LLC
By:	/s/ Joshua B. Goldstein
	Name: Joshua B. Goldstein
	Title: Chief General Counsel, Senior Vice President and Secretary

Signature Page to Credit Agreement

GOLDMAN SACHS LENDING PARTNERS
	LLC,
	as Administrative Agent, Lender and Swing
	Line Lender
By:	/s/ Robert Ehudin
	Authorized Signatory
	Robert Ehudin
	Authorized Signatory

Signature Page to Credit Agreement

GOLDMAN SACHS BANK USA,
as Issuing Bank
By:	/s/ Robert Ehudin
	Authorized Signatory
	Robert Ehudin
	Authorized Signatory

Signature Page to Credit Agreement

CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as a Lender
By:	/s/ Bill O’Daly
	Name: Bill O’Daly
	Title: Authorized Signatory
By:	/s/ Michael D’Onofrio
	Name: Michael D’Onofrio
	Titla: Authorized Signatory

Signature Page to Credit Agreement

DEUTSCHE BANK AG NEW YORK
BRANCH, as a Lender
By:	/s/ Mary Kay Coyle
	Name: Mary Kay Coyle
	Title: Managing Director
By:	/s/ Anca Trifan
	Name: Anca Trifan
	Title: Managing Director

Signature Page to Credit Agreement

BANK OF AMERICA, N.A., as a Lender
By:	/s/ Christopher Joseph
	Name: Christopher Joseph
	Title: Vice President

Signature Page to Credit Agreement

SCHEDULE 1.1A

COMMITMENTS

Lender	Term Loan Commitment	Revolver Commitment	LC Facility Commitment
Goldman Sachs Lending Partners LLC	$540,000,000	$8,750,000	$19,250,000
Credit Suisse AG	$0	$6,250,000	$13,750,000
Deutsche Bank AG New York Branch	$0	$6,250,000	$13,750,000
Bank of America, N.A.	$0	$3,750,000	$8,250,000
Total	$540,000,000	$25,000,000	$55,000,000

SCHEDULE 1.1B

EXISTING STANDBY LETTERS OF CREDIT 

Tab	Beneficiary	Issuance	Final Expiry	CCY	Current Outstanding	USD Equivalent Outstanding
1	Union Bank	02/04/13	11/27/17	USD	414,700.36	414,700.36
2	Wells Fargo Bank	01/18/13	11/27/17	USD	2,772,600.00	2,772,600.00
3	Safety National	02/19/13	11/27/17	USD	250,000.00	250,000.00
4	Royal Bank of Canada	05/29/13	11/27/17	CAD	38,207,700.00	36,004,240.48
5	Liberty Mutual	04/15/13	11/27/17	USD	2,769,488.65	2,769,488.65
6	Alaska Airlines	08/27/13	06/30/14	USD	350,000.00	350,000.00
7	Royal Bank of Canada	09/03/13	11/27/17	USD	7,500,000.00	7,500,000.00

SCHEDULE 1.1C

MORTGAGED PROPERTIES 

property owner	property
Intrawest Retail Group, Inc.	Zephyr Mountain Lodge Winter Park
Snowshoe Mountain, Inc.	Snowshoe Mountain Ski Resort
The Stratton Corporation	Stratton Mountain Resort
Steamboat Ski & Resort Corporation	Steamboat Ski Resort
Intrawest Retail Group, Inc.	Condo Units at Steamboat Ski Resort

SCHEDULE 1.1D

PLEDGED EQUITY 

Issuer	Grantor	Class of Stock/Units/ Partnership Interests	Stock/Unit Certificate No.	No. of Shares/Units
22 Station Development Corporation	Intrawest California Holdings, Inc.	Common	2	100
Big Island Country Club Estates Limited Partnership	Copper/Union Creek Development Company, LLC	98% Limited Partner interest	N/A	N/A
Big Island Country Club Estates Limited Partnership	Intrawest Hawaii, Inc.	2% General Partner interest	N/A	N/A
Cheat Mountain Water Company, Inc. (f/k/a Snowshoe Water & Sewer, Inc.)	Snowshoe Mountain Inc. (f/k/a Snowshoe Resort Inc.)	Common	3	100
Club Intrawest Management SRL de CV	Intrawest Resort Ownership U.S. Corporation	Series A	N/A	49,999
Club Intrawest Management SRL de CV	Intrawest Ventures, Inc.	Series A	N/A	1
Club Intrawest Mexico Food and Beverage SRL de CV	Intrawest Resort Ownership U.S. Corporation	Series A	N/A	49,999
Club Intrawest Mexico Food and Beverage SRL de CV	Intrawest Ventures, Inc.	Series A	N/A	1
Copper Mountain, Inc.	Intrawest U.S. Holdings Inc.	Common	3	100
Copper/Union Creek Development Company, LLC	ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	100% membership interest	N/A	N/A
DPA, LLC	ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	100% membership interest	N/A	N/A
Eight Rivers Development Company, LLC	Snowshoe Mountain, Inc.	100% membership interest	N/A	N/A

Issuer	Grantor	Class of Stock/Units/ Partnership Interests	Stock/Unit Certificate No.	No. of Shares/Units
Extraordinary Escapes Corporation	Intrawest U.S. Holdings Inc.	Common	1	100
First Ascent Development Corporation	Intrawest California Holdings, Inc.	Common	2	100
Founders Lodge Two Development Company, LLC	The Stratton Corporation	100% membership interest	N/A	N/A
ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	Intrawest U.S. Holdings Inc.	Common	7	1,003
Intrawest California Holdings, Inc.	ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	Common	7	100
Intrawest Colorado Events Marketing Inc. (f/k/a. Copper Mountain Events Marketing Inc.)	Intrawest U.S. Holdings Inc.	Common	2	1,000
Intrawest/Eagle’s Nest, Inc.	Intrawest U.S. Holdings Inc.	Common	2	1,000
Intrawest Golf Holdings, Inc.	Intrawest U.S. Holdings Inc.	Common	3	1,000
Intrawest Hawaii Partners	Intrawest Hawaii, Inc.	60% partnership interest	N/A	N/A
Intrawest Hawaii Partners	Intrawest Waikoloa, Inc.	40% partnership interest	N/A	N/A
Intrawest Hawaii, Inc.	ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	Common	2	1,000
Intrawest Honua Kai Hospitality Management, LLC	Intrawest Hospitality Management, Inc.	100% membership interest	N/A	N/A
Intrawest Hospitality Management, Inc.	Intrawest U.S. Holdings Inc.	Common	2	1,000
Intrawest Imagine Hospitality Management, LLC	Intrawest Hospitality Management, Inc.	100% membership interest	N/A	N/A
Intrawest/Lake Las Vegas Development Corporation	ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	Common	3	1,000
Intrawest Marketing, Inc.	Intrawest U.S. Holdings Inc.	Common	1	100

Issuer	Grantor	Class of Stock/Units/ Partnership Interests	Stock/Unit Certificate No.	No. of Shares/Units
Intrawest Mexico Holdings, LLC	Intrawest U.S. Holdings Inc.	100% membership interest	N/A	N/A
Intrawest Mountain Adventures, Inc.	Intrawest Shared Services, Inc.	Common	1	100
Intrawest Napa Development Company, LLC	Intrawest California Holdings, Inc.	100% membership interest	N/A	N/A
Intrawest Napa Riverbend Hospitality Management, LLC	Intrawest Hospitality Management, Inc.	100% membership interest	N/A	N/A
Intrawest Operations Group, LLC	Intrawest Operations Group Holdings, LLC	100% membership interest	N/A	N/A
Intrawest Resort Ownership U.S. Corporation	Intrawest U.S. Holdings Inc.	Common	4	100
Intrawest Restaurants California, LLC	Intrawest Hospitality Management, Inc.	100% membership interest	N/A	N/A
Intrawest Restaurants Hawaii Holdings, Inc.	Intrawest Hospitality Management, Inc.	Common	1	100
Intrawest Retail Group, Inc.	Intrawest U.S. Holdings Inc.	Common	6	600
Intrawest Sandestin Company, L.L.C.	Intrawest U.S. Holdings Inc.	Class A	A-2	3,459,720
Intrawest Sandestin Company, L.L.C.	Intrawest U.S. Holdings Inc.	Class B	B-5	182,090
Intrawest Sandestin Company, L.L.C.	Intrawest U.S. Holdings Inc.	Class C	C-2	1,250,000
Intrawest Shared Services, Inc.	Intrawest U.S. Holdings Inc.	Common	2	1,000
Intrawest Snowshoe Development, Inc.	Snowshoe Mountain, Inc.	Common	002	100
Intrawest Stratton Development Corporation	The Stratton Corporation	Common	2	100
Intrawest Trading Company Inc.	Intrawest U.S. Holdings Inc.	Common	1	100
Intrawest U.S. Commercial Property Management, Inc.	Intrawest U.S. Holdings Inc.	Common	1	1,000

Issuer	Grantor	Class of Stock/Units/ Partnership Interests	Stock/Unit Certificate No.	No. of Shares/Units
Intrawest U.S. Holdings Inc.	Intrawest Operations Group, LLC	Common	12	174
Intrawest ULC	Intrawest Operations Group, LLC	Common	C-6	58,924,370.05
Intrawest ULC	Intrawest Operations Group, LLC	First Preferred	FP-6	338,250,101
Intrawest ULC	Intrawest Operations Group, LLC	Class 1 Preferred	C1P-1	42,315,000
Intrawest ULC	Intrawest Operations Group, LLC	Class 2 Preferred	C2P-1	105,159,221.1
Intrawest Ventures, Inc.	Intrawest U.S. Holdings Inc.	Common	1	100
Intrawest Waikoloa, Inc.	ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	Common	2	1,000
Intrawest/Lodestar Development Company (also known as Intrawest Lodestar Development Company)	Intrawest U.S. Holdings Inc.	Common	2	100
Intrawest/Lodestar Limited Partnership	Intrawest California Holdings, Inc.	4.25% General Partner interest	N/A	N/A
Intrawest/Lodestar Limited Partnership	Intrawest California Holdings, Inc.	20.75% Limited Partner interest	N/A	N/A
Intrawest/Lodestar Limited Partnership	Intrawest/Lodestar Development Company	75% General Partner interests	N/A	N/A
Intrawest/Winter Park Holdings Corporation	Intrawest U.S. Holdings Inc.	Common	2	1,000
IW Mammoth Holdings, LLC	Intrawest U.S. Holdings Inc.	100% membership interest	N/A	N/A
Juniper Properties, Inc.	Intrawest California Holdings, Inc.	Common	2	100
MBGC Limited Partnership	Intrawest Hawaii Partners	99% Limited Partnership Interest	N/A	N/A
Mountain Community Management, LLC	The Stratton Corporation	100% membership interest	N/A	N/A

Issuer	Grantor	Class of Stock/Units/ Partnership Interests	Stock/Unit Certificate No.	No. of Shares/Units
Northwest Maui Corporation	Intrawest Hawaii, Inc.	Common	6	17,220
Playground Advisory Services, LLC	Intrawest U.S. Holdings Inc.	100% membership interest	N/A	N/A
Playground Destination Properties Inc.	Intrawest U.S. Holdings Inc.	Common	3	1,000
Playground Services Inc.	Playground Destination Properties Inc.	Common	1	1,000
Project Sierra Housing Two Development Company, LLC	Intrawest California Holdings, Inc.	100% membership interest	N/A	N/A
Resort Reservations Network, Inc.	Intrawest U.S. Holdings Inc.	Common	4	1,000
Resort Ventures, L.P.	Intrawest Resort Ownership U.S. Corporation	50% Limited Partnership Interest	N/A	N/A
Resort Ventures, L.P.	Intrawest Ventures, Inc.	50% General Partnership Interest	N/A	N/A
Sierra Star Four-Five Development Company, LLC	Intrawest California Holdings, Inc.	100% membership interest	N/A	N/A
Snowshoe Mountain, Inc.	Intrawest U.S. Holdings Inc.	Common	5	100
Snowshoe Mountain, Inc.	Intrawest U.S. Holdings Inc.	Common	6	100
Snowshoe Mountain Homes, LLC	Snowshoe Mountain, Inc.	100% membership interest	N/A	N/A
South Minaret Development Company, LLC	Intrawest California Holdings, Inc.	100% membership interest	N/A	N/A
SP Montelago Development Company, LLC	Intrawest California Holdings, Inc.	100% membership interest	N/A	N/A
Steamboat Acquisition LLC	Intrawest U.S. Holdings Inc.	100% membership interest	N/A	N/A
Steamboat Ski & Resort Corporation	Steamboat Acquisition LLC	Common	4	18

Issuer	Grantor	Class of Stock/Units/ Partnership Interests	Stock/Unit Certificate No.	No. of Shares/Units
Stratton Three Development Company, LLC	The Stratton Corporation	100% membership interest	N/A	N/A
The Stratton Corporation	Intrawest U.S. Holdings Inc.	Common	1405	10
Upper Bench Development Corporation	Intrawest California Holdings, Inc.	Common	3	100
Walton Pond Apartments, Inc.	Steamboat Ski & Resort Corporation	Common	8	314.26

SCHEDULE 1.1E

GROVE FUNDS 

CGI.D IW - Cayman, L.P.

CGI.E IW - Cayman, L.P.

CGI.D IW - Committed, L.P.

CGI.D IW-Opt In Cayman, L.P.

CGI.E lW-Opt In Cayman, L.P.

RGI IW-Cayman, L.P.

SCHEDULE 1.1F

FORTRESS FUNDS 

Fortress Investment Fund IV (Fund A) L.P.

Fortress Investment Fund IV (Fund B) L.P.

Fortress Investment Fund IV (Fund C) L.P.

Fortress Investment Fund IV (Fund D) L.P.

Fortress Investment Fund IV (Fund E) L.P.

Fortress Investment Fund IV (Fund F) L.P.

Fortress Investment Fund IV (Fund G) L.P.

Fortress Investment Fund IV (Coinvestment Fund A) L.P.

Fortress Investment Fund IV (Coinvestment Fund B) L.P.

Fortress Investment Fund IV (Coinvestment Fund C) L.P.

Fortress Investment Fund IV (Coinvestment Fund D), L.P.

Fortress Investment Fund IV (Coinvestment Fund F) L.P.

Fortress Investment Fund IV (Coinvestment Fund G) L.P.

Fortress IW Coinvestment Fund (Fund A) L.P.

Fortress IW Coinvestment Fund (Fund B) L.P.

Fortress IW Coinvestment Fund (Fund C) L.P.

Fortress IW Coinvestment Fund (Fund D) L.P.

Fortress IW Coinvestment Fund (Fund G) L.P.

SCHEDULE 1.1G

[RESERVED]

SCHEDULE 1.1h

DISQUALIFIED ASSIGNEES 

1. Vail Resorts

2. Squaw Valley Ski Holdings, LLC

3. JMA Ventures

4. KSL Capital Partners & Affiliates

5. Whistler Blackcomb Holdings

6. CNL & Affiliates

7. Peak Resorts

8. Entertainment Properties Trust

9. Boyne Resorts

10. Kircher Family & Affiliates

11. Booth Creek Resorts

12. George N. Gillett, Jr. Family & Affiliates

13. Jeffrey J. Joyce Family & Affiliates

14. Brian Pope Family & Affiliates

15. Aspen Skiing Company

16. Crown Family & Affiliates

17. Powdr Corp

18. Cummings Family & Affiliates

19. Telluride   

20. Chuck Horning Family & Affiliates

21. Joe Morita Family & Affiliates

22. Compagnie des Alpes

23. Ski Star (Sweeden)

24. Lone Star

25. Terra Firma

26. Apollo Group

27. Cerberus

28. Oaktree

29. Icahn

30. Expedia

31. Barry Diller

32. Starwood

SCHEDULE 3.15

SUBSIDIARIES 

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
22 Station Development Corporation	California	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Alpine Helicopter Management, Inc.	Idaho	Intrawest ULC	Intrawest ULC – 100%
Big Island Country Club Estates Limited Partnership	Hawaii	Intrawest Hawaii, Inc. (GP) Copper/Union Creek Development Company, LLC (LP)	Intrawest Hawaii, Inc. – 2% GP interest Copper/Union Creek Development Company, LLC – 98% LP interest
Cheat Mountain Water Company, Inc	West Virginia	Snowshoe Mountain, Inc.	Snowshoe Mountain, Inc. – 100%
Copper Mountain, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Copper/Union Creek Development Company, LLC	Delaware	ICRE, Inc.	ICRE, Inc. – 100%
DPA, LLC	Colorado	ICRE, Inc.	ICRE, Inc – 100%
Eight Rivers Development Company, LLC	Delaware	Snowshoe Mountain, Inc.	Snowshoe Mountain, Inc. – 100%
Extraordinary Escapes Corporation	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
First Ascent Development Corporation	California	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Founders Lodge Two Development Company, LLC	Vermont	The Stratton Corporation	The Stratton Corporation – 100%

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
Gateway/Le Jardin Development Company, L.L.C.	Delaware	Intrawest Sandestin Company, L.L.C.	Intrawest Sandestin Company, L.L.C. – 100%
Grand Sandestin Development Company, L.L.C.	Delaware	Intrawest Sandestin Company, L.L.C.	Intrawest Sandestin Company, L.L.C. – 100%
ICRE, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest California Holdings, Inc.	California	ICRE, Inc.	ICRE, Inc. – 100%
Intrawest Colorado Events Marketing Inc.	Colorado	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Golf Holdings, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Hawaii Partners	California	Intrawest Hawaii, Inc. Intrawest Waikoloa, Inc.	Intrawest Hawaii, Inc. – 60% GP interest Intrawest Waikoloa, Inc. – 40% GP interest
Intrawest Hawaii, Inc.	Delaware	ICRE, Inc.	ICRE, Inc. – 100%
Intrawest Honua Kai Hospitality Management, LLC	Delaware	Intrawest Hospitality Management, Inc.	Intrawest Hospitality Management, Inc. – 100%
Intrawest Hospitality Management, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Imagine Hospitality Management, LLC	Delaware	Intrawest Hospitality Management, Inc.	Intrawest Hospitality Management, Inc. – 100%
Intrawest Marketing, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Mexico Holdings, LLC	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
Intrawest Mountain Adventures, Inc.	Virginia	Intrawest Shared Services, Inc.	Intrawest Shared Services, Inc. – 100%
Intrawest Napa Development Company, LLC	Delaware	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Intrawest Napa Riverbend Hospitality Management, LLC	Delaware	Intrawest Hospitality Management, Inc.	Intrawest Hospitality Management, Inc. – 100%
Intrawest Operations Group, LLC	Delaware	Intrawest Operations Group Holdings, LLC	Intrawest Operations Group Holdings, LLC – 100%
Intrawest Resort Ownership U.S. Corporation	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Restaurants California, LLC	Delaware	Intrawest Hospitality Management, Inc.	Intrawest Hospitality Management, Inc. – 100%
Intrawest Restaurants Hawaii, Inc.	Delaware	Intrawest Restaurants Hawaii Holdings, Inc.	Intrawest Restaurants Hawaii Holdings, Inc. – 100%
Intrawest Restaurants Hawaii Holdings, Inc.	Delaware	Intrawest Hospitality Management, Inc.	Intrawest Hospitality Management, Inc. – 100%
Intrawest Retail Group, Inc.	Colorado	Intrawest U.S. Holding Inc.	Intrawest U.S. Holding Inc. – 100%
Intrawest Sandestin Company, L.L.C.	Delaware	Intrawest U.S. Holdings Inc. (Class A, B, and C shares)	Intrawest U.S. Holdings Inc. – 100% Class A, B, and C shares
Intrawest Shared Services, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Snowshoe Development, Inc.	West Virginia	Snowshoe Mountain, Inc.	Snowshoe Mountain, Inc. – 100%
Intrawest Stratton Development Corporation	Vermont	The Stratton Corporation	The Stratton Corporation – 100%
Intrawest Trading Company Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
Intrawest U.S. Commercial Property Management, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest U.S. Holdings Inc.	Delaware	Intrawest Operations Group, LLC	Intrawest Operations Group, LLC – 100%
Intrawest Ventures, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest Waikoloa, Inc.	Delaware	ICRE, Inc.	ICRE, Inc. – 100%
Intrawest/Eagle’s Nest, Inc.	Colorado	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest/Lake Las Vegas Development Corporation	Delaware	ICRE, Inc.	ICRE, Inc. – 100%
Intrawest/Lodestar Development Company	California	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest/Lodestar Limited Partnership	California	Intrawest/Lodestar Development Company (GP) Intrawest California Holdings, Inc. (GP) Intrawest California Holdings, Inc. (LP)	Intrawest/Lodestar Development Company – 75% GP interest Intrawest California Holdings, Inc. – 4.25% GP interest Intrawest California Holdings, Inc. – 20.75% LP interest
Intrawest/Winter Park Development Corporation	Delaware	Intrawest/Winter Park Holdings Corporation	Intrawest/Winter Park Holdings Corporation – 100%
Intrawest/Winter Park Holdings Corporation	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Intrawest/Winter Park Operations Corporation	Delaware	Intrawest/Winter Park Holdings Corporation	Intrawest/Winter Park Holdings Corporation – 100%
Intrawest/Winter Park Restaurant Corporation	Delaware	Intrawest/Winter Park Operations Corporation	Intrawest/Winter Park Operations Corporation – 100%
IRG Restaurant Company	Delaware	Intrawest/Winter Park Holdings Corporation	Intrawest/Winter Park Holdings Corporation – 100%

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
IROC US Receivables Finance Corporation 2004-A	Delaware	Intrawest Resort Ownership U.S. Corporation	Intrawest Resort Ownership U.S. Corporation – 100%
IW Mammoth Holdings, LLC	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
IW/WP Building Six-Vintage Development Company, LLC	Delaware	Winter Park Development Company, LLC	Winter Park Development Company, LLC – 100%
IW/WP Four-Five Development Company, LLC	Delaware	Intrawest/Winter Park Development Corporation	Intrawest/Winter Park Development Corporation – 100%
IW/WP Village Core Development Company, LLC	Delaware	Intrawest/Winter Park Development Corporation	Intrawest/Winter Park Development Corporation – 100%
Juniper Properties Inc.	California	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
LPIHGC, LLC	Delaware	MBGC Limited Partnership	MBGC Limited Partnership – 100%
MBGC Limited Partnership	Delaware	Intrawest Hawaii Partners (LP) Northwest Maui Corporation (GP)	Intrawest Hawaii Partners – 99% LP interest Northwest Maui Corporation – 1% GP interest
Mountain Community Management, LLC	Delaware	The Stratton Corporation	The Stratton Corporation – 100%
Northwest Maui Corporation	Delaware	Intrawest Hawaii, Inc.	Intrawest Hawaii, Inc. – 100%
Playground Advisory Services, LLC	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Playground Destination Properties Inc.	Washington	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Playground Services, Inc.	Delaware	Playground Destination Properties Inc.	Playground Destination Properties Inc. – 100%

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
Project Sierra Housing Two Development Company, LLC	Delaware	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Resort Ventures, L.P.	California	Intrawest Ventures, Inc. (GP) Intrawest Resort Ownership U.S. Corporation (LP)	Intrawest Ventures, Inc. – 50% GP interest Intrawest Resort Ownership U.S. Corporation – 50% LP Interest
Resort Reservations Network, Inc.	Delaware	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
Sandestin Resort & Club, Inc.	Florida	Intrawest Sandestin Company, L.L.C.	Intrawest Sandestin Company, L.L.C. – 100%
Sierra Star Four-Five Development Company, LLC	Delaware	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Snowshoe Mountain Homes, LLC	Delaware	Snowshoe Mountain, Inc.	Snowshoe Mountain, Inc. – 100%
Snowshoe Mountain, Inc.	West Virginia	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%
South Minaret Development Company, LLC	Delaware	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
SP MonteLago Development Company, LLC	Delaware	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Steamboat Acquisition LLC	Delaware	Intrawest U.S. Holdings, Inc.	Intrawest U.S. Holdings, Inc. – 100%
Steamboat Ski & Resort Corporation	Delaware	Steamboat Acquisition LLC	Steamboat Acquisition LLC – 100%
Stratton Three Development Company, LLC	Vermont	The Stratton Corporation	The Stratton Corporation – 100%
The Stratton Corporation	Vermont	Intrawest U.S. Holdings Inc.	Intrawest U.S. Holdings Inc. – 100%

U.S. SUBSIDIARIES
Name of Company	Jurisdiction of Formation/Organization	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
Upper Bench Development Corporation	California	Intrawest California Holdings, Inc.	Intrawest California Holdings, Inc. – 100%
Walton Pond Apartments, Inc.	Delaware	Steamboat Ski & Resort, Inc.	Steamboat Ski & Resort, Inc. – 100%
Winter Park Developoment Company, LLC	Delaware	Intrawest/Winter Park Holdings Corporation	Intrawest/Winter Park Holdings Corporation – 100%

CANADIAN SUBSIDIARIES
Name of Company	Home Jurisdiction	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
0827965 B.C. Ltd.	B.C.	Intrawest ULC	Intrawest ULC – 100%
1584041 Alberta ULC	Alberta	Intrawest ULC	Intrawest ULC – 100%
2910942 Canada Inc.	Canada (Federal)	Mont Tremblant Resorts and Company, Limited Partnership	Mont Tremblant Resorts and Company, Limited Partnership – 100%
379192 British Columbia Ltd.	British Columbia	Intrawest ULC	Intrawest ULC – 100%
4023480 Canada Inc.	Canada (Federal)	Intrawest ULC	Intrawest ULC – 100%
6068057 Canada Inc.	Canada (Federal)	Intrawest ULC	Intrawest ULC – 100%
682523 Alberta Ltd.	Alberta	Canadian Mountain Holidays Limited Partnership	Canadian Mountain Holidays Limited Partnership – 100%
Alpine Aerotech GP Ltd.	British Columbia	Intrawest ULC	Intrawest ULC – 100%
Alpine Aerotech Limited Partnership	British Columbia	Alpine Aerotech GP Ltd. (GP) Intrawest ULC (LP)	Alpine Aerotech GP Ltd. – 0.01% GP interest Intrawest ULC – 99.99% LP interest
Bugaboo Helicopter Skiing 1992 Inc.	Alberta	Intrawest ULC	Intrawest ULC – 100%
Canadian Mountain Holidays GP Inc.	British Columbia	Intrawest ULC	Intrawest ULC – 100%
Canadian Mountain Holidays Limited Partnership	British Columbia	Canadian Mountain Holidays GP Inc. (GP) Intrawest ULC (LP)	Canadian Mountain Holidays GP Inc. – 0.01% GP interest Intrawest ULC – 99.99% LP interest
Canmore Heli Service Ltd.	Alberta	Intrawest ULC	Intrawest ULC – 100%

CANADIAN SUBSIDIARIES
Name of Company	Home Jurisdiction	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
CDAE Acquisitions Corporation / Corporation d’Acquisitions CDAE (f/k/a Intrawest Tremblant Development Inc. / Développement Intrawest Tremblant Inc.	Canada (Federal)	Mont Tremblant Resorts and Company, Limited Partnership	Mont Tremblant Resorts and Company, Limited Partnership – 100%
CDAE Acquisitions, Limited Partnership / Acquisitions CDAE, Société en Commandite (f/k/a Intrawest Tremblant Developments, Limited Partnership / Developpements Intrawest Tremblant Société en Commandite)	Quebec	CDAE Acquisitions Corporation / Corporation d’Acquisitions CDAE (GP) Mont Tremblant Resorts and Company, Limited Partnership (LP)	CDAE Acquisitions Corporation / Corporation d’Acquisitions CDAE – .01% GP interest Mont Tremblant Resorts and Company, Limited Partnership – 99.99% LP interest
Gestion des Immeubles Le Sommet/Le Sommet Property Management Inc.	Canada (Federal)	Intrawest ULC	Intrawest ULC – 100%
Intrawest ULC	Alberta	Intrawest Operations Group, LLC	Intrawest Operations Group, LLC – 100%
IROC 2004-A Receivables Finance Corporation	Canada (Federal)	Intrawest ULC	Intrawest ULC – 100%
IW Resorts Limited Partnership	British Columbia	Intrawest ULC (GP) 379192 British Columbia Ltd. (LP)	Intrawest ULC – 90% GP Interest 379192 British Columbia Ltd. – 10% LP Interest
Johannsen-Deslauriers Limited Partnership/Société en commandite Johannsen-Deslauriers	Quebec	2910942 Canada Inc. (GP) Mont Tremblent Resorts and Company, Limited Partnership (LP)	2910942 Canada Inc. – .01% GP Interest Mont Tremblent Resorts and Company, Limited Partnership – 99.99% LP Interest
Mont Tremblant Resort Inc./Station Mont Tremblant Inc.	Canada (Federal)	Intrawest ULC	Intrawest ULC – 100%
Mont Tremblant Resorts and Company, Limited Partnership/Station Mont Tremblant Société en Commandite	Quebec	Mont Tremblant Resort Inc. 4023480 Canada Inc. Intrawest ULC	Mont Tremblant Resort Inc. – 13.2324% of entire interest 4023480 Canada Inc. – 0.0001% of entire interest Intrawest ULC – 86.7675% of entire interest

CANADIAN SUBSIDIARIES
Name of Company	Home Jurisdiction	Name of Parent	Percentage of each Class of Capital Stock / Equity Interest Owned
Playground Limited Partnership	British Columbia	Playground Real Estate GP Ltd. (GP) Intrawest ULC	Playground Real Estate GP Ltd. – .01% GP Interest Intrawest ULC – 99.99% LP Interest
Playground Real Estate GP Ltd.	British Columbia	Intrawest ULC	Intrawest ULC – 100%
Playground Real Estate Inc.	British Columbia	Playground Limited Partnership	Playground Limited Partnership – 100%
Playground Real Estate Ltd.	Ontario	Playground Limited Partnership	Playground Limited Partnership – 100%
Silvertip Lodge Inc.	British Columbia	Intrawest ULC	Intrawest ULC – 100%
St-Bernard and Company, Limited Partnership/Société en commandite St-Bernard	Quebec	2910942 Canada Inc. (GP) Mont Tremblent Resorts and Company, Limited Partnership (LP)	2910942 Canada Inc. – .01% GP Interest Mont Tremblent Resorts and Company, Limited Partnership – 99.99% LP Interest
Tower Ranch Development Partnership	British Columbia	Intrawest ULC	Intrawest ULC – 62.45%
Tower Ranch Holding Corporation	British Columbia	Tower Ranch Development Partnership	Tower Ranch Development Partnership – 100%
Westbrook Development Corporation	Ontario	Intrawest ULC	Intrawest ULC – 100%

SUBSIDIARIES OUTSIDE U.S. AND CANADA
Name of Company	Home Jurisdiction	Name of Parent	Percentage of each Class of Capital Stock Owned
Club Intrawest Management SRL de CV	Mexico	Intrawest Ventures Inc. Intrawest Resort Ownership U.S. Corporation	Intrawest Ventures Inc. – 50% Intrawest Resort Ownership U.S. Corporation – 50%
Club Intrawest Mexico Food and Beverage SRL de CV	Mexico	Intrawest Resort Ownership U.S. Corporation Intrawest Ventures Inc.	Intrawest Resort Ownership U.S. Corporation – 50% Intrawest Ventures Inc. – 50%
Playground Mexico, S. de R.L. de C.V.	Mexico	Playground Destination Properties Inc. Intrawest Mexico Holdings, LLC	Playground Destination Properties Inc. – 99.999% Intrawest Mexico Holdings, LLC – .001%

SCHEDULE 3.19(A)

UCC Filing Jurisdictions

ENTITY NAME	JURISDICTION	OFFICE
Cheat Mountain Water Company, Inc.	West Virginia	Secretary of State
Copper Mountain, Inc.	Delaware	Secretary of State
Copper/Union Creek Development Company, LLC	Delaware	Secretary of State
Eight Rivers Development Company, LLC	Delaware	Secretary of State
Founders Lodge Two Development Company, LLC	Vermont	Secretary of State
ICRE, Inc.	Delaware	Secretary of State
Intrawest California Holdings, Inc.	California	Secretary of State
Intrawest Colorado Events Marketing Inc.	Colorado	Secretary of State
Intrawest Golf Holdings, Inc.	Delaware	Secretary of State
Intrawest Hawaii Partners	California	Secretary of State
Intrawest Hawaii, Inc.	Delaware	Secretary of State
Intrawest Honua Kai Hospitality Management, LLC	Delaware	Secretary of State
Intrawest Hospitality Management, Inc.	Delaware	Secretary of State
Intrawest Marketing, Inc.	Delaware	Secretary of State
Intrawest Mountain Adventures, Inc.	Virginia	State Corporation Commission
Intrawest Napa Riverbend Hospitality Management, LLC	Delaware	Secretary of State
Intrawest Operations Group, LLC	Delaware	Secretary of State
Intrawest Operations Group Holdings, LLC	Delaware	Secretary of State
Intrawest Resort Ownership U.S. Corporation	Delaware	Secretary of State
Intrawest Restaurants California, LLC	Delaware	Secretary of State
Intrawest Retail Group, Inc.	Colorado	Secretary of State

Intrawest Shared Services, Inc.	Delaware	Secretary of State
Intrawest Snowshoe Development, Inc.	West Virginia	Secretary of State
Intrawest Stratton Development Corporation	Vermont	Secretary of State
Intrawest Trading Company Inc.	Delaware	Secretary of State
Intrawest U.S. Commercial Property Management, Inc.	Delaware	Secretary of State
Intrawest U.S. Holdings Inc.	Delaware	Secretary of State
Intrawest Ventures, Inc.	Delaware	Secretary of State
Intrawest Waikoloa, Inc.	Delaware	Secretary of State
Intrawest/Lodestar Development Company	California	Secretary of State
Intrawest/Lodestar Limited Partnership	California	Secretary of State
IW Mammoth Holdings, LLC	Delaware	Secretary of State
Mountain Community Management, LLC	Delaware	Secretary of State
Playground Destination Properties Inc.	Washington	Department of Licensing
Resort Reservations Network, Inc.	Delaware	Secretary of State
Resort Ventures, L.P.	California	Secretary of State
Sandestin Resort & Club, Inc.	Florida	Secured Transaction Registry
Snowshoe Mountain Homes, LLC	Delaware	Secretary of State
Snowshoe Mountain, Inc.	West Virginia	Secretary of State
South Minaret Development Company, LLC	Delaware	Secretary of State
SP MonteLago Development Company, LLC	Delaware	Secretary of State
Steamboat Acquisition LLC	Delaware	Secretary of State
Steamboat Ski & Resort Corporation	Delaware	Secretary of State
Stratton Three Development Company, LLC	Vermont	Secretary of State
The Stratton Corporation	Vermont	Secretary of State

SCHEDULE 3.19(B)

MORTGAGE FILING JURISDICTIONS 

cOLORADO – COUNTY OF GRAND, COUNTY OF ROUTT

VERMONT – town of stratton, WINDHAM COUNTY, and town of winhall, BENNINGTON COUnTY

WEST VIRGINIA – POCAHONTAS COUNTY

SCHEDULE 3.22

IMMATERIAL SUBSIDIARIES; EXCLUDED SUBSIDIARIES

PART I

IMMATERIAL SUBSIDIARIES

Name of Company	Jurisdiction of Incorporation	Percentage of Each Class of Capital Stock Owned
22 Station Development Corporation	California	Intrawest California Holdings, Inc. – 100%
Big Island Country Club Estates Limted Partnership	Hawaii	Copper/Union Creek Development Company, LLC – 98% Intrawest Hawaii, Inc. – 2%
DPA, LLC	Colorado	ICRE, Inc. – 100%
First Ascent Development Corporation	California	Intrawest California Holdings, Inc. – 100%
Gateway/Le Jardin Development Company, L.L.C.	Delaware	Intrawest Sandestin Company, L.L.C. – 100%
Grand Sandestin Development Company, L.L.C.	Delaware	Intrawest Sandestin Company, L.L.C. – 100%
Intrawest Imagine Hospitality Management, LLC	Delaware	Intrawest Hospitality Management, Inc.
Intrawest Mexico Holdings, LLC	Delaware	Intrawest U.S. Holdings Inc. – 100%
Intrawest Sandestin Company, L.L.C.	Delaware	Intrawest U.S. Holdings Inc. – 100%
Intrawest/Eagle’s Nest, Inc.	Colorado	Intrawest U.S. Holdings Inc. – 100%
Intrawest/Lake Las Vegas Development Corporation	Delaware	ICRE, Inc. – 100%
Intrawest Napa Development Company, LLC	Delaware	Intrawest California Holdings, Inc. – 100%
Intrawest Restaurants Hawaii, Inc.	Delaware	Intrawest Restaurants Hawaii Holdings, Inc. – 100%
Intrawest Restaurants Hawaii Holdings, Inc.	Delaware	Intrawest Hospitality Management, Inc. – 100%
Juniper Properties Inc.	California	Intrawest California Holdings, Inc. – 100%
Playground Advisory Services, LLC	Delaware	Intrawest U.S. Holdings Inc. – 100%
Playground Services, Inc.	Delaware	Playground Destination Properties Inc. – 100%
Project Sierra Housing Two Development Company, LLC	Delaware	Intrawest California Holdings, Inc. – 100%

Name of Company	Jurisdiction of Incorporation	Percentage of Each Class of Capital Stock Owned
Sierra Star Four-Five Development Company, LLC	Delaware	Intrawest California Holdings, Inc. – 100%
Upper Bench Development Corporation	California	Intrawest California Holdings, Inc. – 100%

SCHEDULE 3.22

IMMATERIAL SUBSIDIARIES; EXCLUDED SUBSIDIARIES

PART II

EXCLUDED SUBSIDIARIES

Name of Company	Jurisdiction of Incorporation	Percentage of Each Class of Capital Stock Owned
Extraordinary Escapes Corporation	Delaware	Intrawest U.S. Holdings Inc. – 100%
Intrawest/Winter Park Development Corporation	Delaware	Intrawest/Winter Park Holdings Corporation – 100%
Intrawest/Winter Park Operations Corporation	Delaware	Intrawest/Winter Park Holdings Corporation – 100%
Intrawest/Winter Park Restaurant Corporation	Delaware	Intrawest/Winter Park Operations Corporation – 100%
IRG Restaurant Company	Delaware	Intrawest/Winter Park Holdings Corporation – 100%
IW/WP Building Six-Vintage Development Company, LLC	Delaware	Winter Park Development Company, LLC – 100%
IW/WP Four-Five Development Company, LLC	Delaware	Intrawest/Winter Park Development Corporation – 100%
IW/WP Village Core Development Company, LLC	Delaware	Intrawest/Winter Park Development Corporation – 100%
IROC US Receivables Finance Corporation 2004-A	Delaware	Intrawest Resort Ownership U.S. Corporation – 100%
LPIHGC, LLC	Delaware	MBGC Limited Partnership – 100%

Name of Company	Jurisdiction of Incorporation	Percentage of Each Class of Capital Stock Owned
MBGC Limited Partnership	Delaware	Northwest Maui Corporation (1%) Intrawest Hawaii Partners (99%)
Northwest Maui Corporation	Delaware	Intrawest Hawaii, Inc. – 100%
Winter Park Development Company, LLC	Delaware	Intrawest/Winter Park Holdings Corporation – 100%

SCHEDULE 4.1(F)

CLOSING DATE LIEN SEARCHES

ENTITY NAME	JURISDICTION
Cheat Mountain Water Company, Inc	West Virginia
Copper Mountain, Inc.	Delaware
Copper/Union Creek Development Company, LLC	Delaware
Eight Rivers Development Company, LLC	Delaware
Founders Lodge Two Development Company, LLC	Vermont
ICRE, Inc. (f/k/a Intrawest Resorts, Inc.)	Delaware
Intrawest California Holdings, Inc.	California
Intrawest Colorado Events Marketing Inc.	Colorado
Intrawest Golf Holdings, Inc.	Delaware
Intrawest Hawaii Partners	California
Intrawest Hawaii, Inc.	Delaware
Intrawest Honua Kai Hospitality Management, LLC	Delaware
Intrawest Hospitality Management, Inc.	Delaware
Intrawest Marketing, Inc.	Delaware
Intrawest Mountain Adventures, Inc.	Virginia
Intrawest Napa Riverbend Hospitality Management, LLC	Delaware
Intrawest Operations Group, LLC	Delaware
Intrawest Operations Group Holdings, LLC	Delaware
Intrawest Resort Ownership U.S. Corporation	Delaware
Intrawest Restaurants California, LLC	Delaware
Intrawest Retail Group, Inc.	Colorado
Intrawest Shared Services, Inc.	Delaware
Intrawest Snowshoe Development, Inc.	West Virginia
Intrawest Stratton Development Corporation	Vermont

Intrawest Trading Company Inc.	Delaware
Intrawest U.S. Commercial Property Management, Inc.	Delaware
Intrawest U.S. Holdings Inc.	Delaware
Intrawest Ventures, Inc.	Delaware
Intrawest Waikoloa, Inc.	Delaware
Intrawest/Lodestar Development Company	California
Intrawest/Lodestar Limited Partnership	California
IW Mammoth Holdings, LLC	Delaware
Mountain Community Management, LLC	Delaware
Playground Destination Properties Inc.	Washington
Resort Reservations Network, Inc.	Delaware
Resort Ventures, L.P.	California
Sandestin Resort & Club, Inc.	Florida
Snowshoe Mountain Homes, LLC	Delaware
Snowshoe Mountain, Inc.	West Virginia
South Minaret Development Company, LLC	Delaware
SP MonteLago Development Company, LLC	Delaware
Steamboat Acquisition LLC	Delaware
Steamboat Ski & Resort Corporation	Delaware
Stratton Three Development Company, LLC	Vermont
The Stratton Corporation	Vermont

SCHEDULE 4.1(K)

CLOSING DATE MORTGAGED PROPERTIES 

property owner	property
Intrawest Retail Group, Inc.	Zephyr Mountain Lodge Winter Park
Snowshoe Mountain, Inc.	Snowshoe Mountain Ski Resort
The Stratton Corporation	Stratton Mountain Resort
Steamboat Ski & Resort Corporation	Steamboat Ski Resort
Intrawest Retail Group, Inc.	Condo Units at Steamboat Ski Resort

SCHEDULE 5.12

POST-CLOSING MATTERS 

1. The Borrower shall deliver or cause to be delivered to the Administrative Agent an undated stock power for the Intrawest ULC first preferred stock certificate within five (5) days after the Closing Date (or such longer period as may be agreed by the Administrative Agent in its sole discretion).

2. The Borrower shall deliver or cause to be delivered to the Administrative Agent an undated allonge with respect to the intercompany note made by Intrawest ULC in favor of Intrawest Europe Holdings S.a r.l.within five (5) days after the Closing Date (or such longer period as may be agreed by the Administrative Agent in its sole discretion).

SCHEDULE 6.2(D)

EXISTING INDEBTEDNESS

1. 05-0613674-0001 (National Bank): charged property is all sums that are credited to the account number 559020398501 or replacement account, up to an amount of $10,000. This is a bank guarantee in favour of the city of Mont-Tremblant relating to the erection of a tent on the Versant Nord.

2. Irrevocable Letter of Credit dated October 19, 2005 made by Station Mont-Tremblant Société En Nom Collectif in favor of the Municipality of Mont-Tremblant in the amount of CAD $10,000 and an expiration date fo October 30, 2015.

3. Loan by London Life Insurance Company to co-owners of Lease F70569 held by a nominee, Cedar Projects Ltd., of which Intrawest ULC has a co-ownership interest of 4.5%. The current amount of the outstanding indebtedness as of November 30, 2013 is $1,885,006.

4. Obligations under the Funded Debt and Bonds set forth below:

Funded Debt
Project/Resort	Type	Borrower	Currency	Amount O/S	Date
WPRA Lease/Rentals payments; WPRA Debt Principal; WPRA Debt Interest	Construction / Land debt	Winter Park Recrational Assocation; Intrawest/Winter Park Operations Corporation	USD	22,607,074.30; all obligations under the WPRA Lease	11/30/2013
Tremblant Infrastructure	Non-construction / Land debt	Mont Tremblant Resorts and Company, LP	CAD	163,119	11/30/2013
SIDQ Loans	Non-construction / Land debt	Mont Tremblant Resorts and Company, LP	CAD	3,458,347	11/30/2013
Steamboat - Walton Pond Apartments	Non-construction / Land debt	Walton Pond Apartments, Inc.	USD	1,277,005	9/30/2013
Mont St. Marie	Non-construction / Land debt	Mont Ste Marie	CAD	18,375	9/30/2013
Steamboat	Capital Lease	Steamboat Ski & Resort Corporation	USD	582,442	9/30/2013
Snowshoe	Capital Lease	Snowshoe Mountain, Inc.	USD	157,629	9/30/2013

Bonds
Project/Facility	Type	Borrower	Currency	Amount O/S	Date
Canada - Travelers	Surety Bond	Various	CAD	325,000	11/30/2013
US - C.N.A.	Surety Bond	Various	USD	5,000	11/30/2013
US - Zurich	Surety Bond	Various	USD	350,000	11/30/2013
US - HCC	Surety Bond	Various	USD	84,450	11/30/2013
US - Great American Alliance	Surety Bond	Various	USD	50,000	11/30/2013

SCHEDULE 6.2(M)

INDEBTEDNESS GUARANTEE OBLIGATIONS

Guarantee Obligations
Project/Resort	Guarantor	Currency	Commitment
Winter Park Resort	Intrawest U.S. Holdings Inc. Intrawest Holdings S.a r.l.	USA	22,607,074.30 and all obligations to the WPRA

SCHEDULE 6.2(U)

UNDEVELOPED LAND 

Core Real Estate Holdings

Resort	Property Description	Acreage	Entitled Units
Steamboat	Five resort development parcels	27 acres	640
Winter Park	21 development parcels	95 acres	962
Tremblant	Versant Soleil – five developable lots Versant Nord – one developable lot Versant Sud – 10 developable lots	165 acres 181 acres 170 acres	548 1,500 244
Stratton	Four parcels of entitled land Three parcels of raw land	95 acres 66 acres	186 14
Snowshoe	Vacant land	359 acres	1,464
Intrawest Resort Club Group	Development parcels adjacent to Club Intrawest sites at Blue Mountain, Sandestin, Palm Desert and Tremblant	Blue Mountain: 0.72 acres Sandestin: 1.18 acres Palm Desert: 2.92 acres Tremblant: no land owned; option to purchase	Blue Mountain: 16 units Sandestin: 45 units Palm Desert: 42 units Tremblant: no land owned; option to purchase

Non-Core Real Estate Holdings

Sandestin undeveloped raw land

Tamarack Heights – two high-end undeveloped single family lots

SCHEDULE 6.3(O)

EXISTING LIENS

PART I

1. Liens securing any Indebtedness referred to in Schedule 6.2(d).

2. (a) Lease and Operating Agreement dated as of December 23, 2002 (and related Security Agreement) by and between Intrawest/Winter Park Operations Corporation and Winter Park Recreational Association

(b) First Amendment to Lease and Operating Agreement By and Between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation dated June 2004

(c) Second Amendment to Lease and Operating Agreement dated May 4, 2009 by and between Intrawest/Winter Park Operations Corporation and Winter Park Recreational Association

(d) Third Amendment to Lease and Operating Agreement dated May 4, 2009 by and between Intrawest/Winter Park Operations Corporation and Winter Park Recreational Association

(e) Fourth Amendment to the Lease and Operating Agreement dated January 30, 2013 by and between Intrawest/Winter Park Operations Corporation and Winter Park Recreational Association

(f) Fifth Amendment to the Lease and Operating Agreement dated April 10, 2013 by and between Intrawest/Winter Park Operations Corporation and Winter Park Recreational Association

(g) Sixth Amendment to the Lease and Operating Agreement dated September 30, 2013 by and between Intrawest/Winter Park Operations Corporation and Winter Park Recreational Association

3. Amended and Restated Option Agreement between Winter Park Recreational Association and Intrawest/Winter Park Development Corporation dated January 15, 2008 and all amendments thereto

(a) First Amendment to Amended and Restated Option Agreement dated as of January 15, 2008 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(b) Second Amendment to Amended and Restated Option Agreement dated as of May 4, 2009 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(c) Third Amendment to Amended and Restated Option Agreement dated as of May 4, 2009 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(d) Correction to Third Amendment to Amended and Restated Option Agreement dated as of May 4, 2009 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(e) Fourth Amendment to Amended and Restated Option Agreement dated as of May 26, 2009 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(f) Fifth Amendment to Amended and Restated Option Agreement dated as of April 29, 2011 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(g) Sixth Amendment to Amended and Restated Option Agreement dated as of November 30, 2011 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(h) Seventh Amendment to Amended and Restated Option Agreement dated as of December 17, 2012 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

(i) Eighth Amendment to Amended and Restated Option Agreement dated as of January 30, 2013 by and between Intrawest/Winter Park Development Corporation and Winter Park Recreational Association

4. Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated December 23, 2002, as modified given by Intrawest/Winter Park Operations Corporation for the benefit of Wells Fargo Bank, National Association.

5. Option Deed of Trust and Security Agreement dated December 23, 2002, as modified given by Intrawest/Winter Park Development Corporation for the benefit of Wells Fargo Bank, National Association.

6. Statutory Special Warranty Deed with Reservation of Right to Repurchase and Covenant for Payment of Sales Price Balance (Building Six and Vintage Minor Subdivision) dated November 1, 2010 from Winter Park Recreational Association to IW/WP Building Six-Vintage  Development Company, LLC containing the provisions that are in the Option Agreement referenced in Item 3 above.

7. Statutory Special Warranty Deed with Reservation of Right to Repurchase and Covenant for Payment of Sales Price Balance (Building Seven/Lot 2A Minor Subdivision) dated November 28, 2011 from Winter Park Recreational Association to IW/WP Building Six-Vintage  Development Company, LLC containing the provisions that are in the Option Agreement referenced in Item 3 above.

8. Pledge and Security Agreement dated March 13, 2006 between VII IntraStar Partners, L.L.C. and Intrawest California Holdings, Inc. as to Intrawest California Holdings, Inc.’s limited liability company interest in IntraStar Mammoth, LLC.

9. Deed of Trust from Walton Pond Apartments, Inc. to the Public Trustee of the County of Routt for the use of Norwest Bank Colorado National Association (n/k/a Wells Fargo Bank, NA) to secure $2,500,000.00, dated March 15, 1998 and recorded June 22, 1998 at Reception No. 494605 in Book 747 at Page 868, Assignment of Leases and Rents recorded June 22, 1998 at Reception No. 494606 in Book 747 at Page 869, Disbursers Notice recorded June 22, 1998 at Reception No. 494607 in Book 747 at Page 870, Amendment of Deed of Trust recorded March 1, 2000 at Reception No. 524252, Modification of Deed of Trust recorded April 20, 2005 at Reception No. 617399, Modification of Deed of Trust recorded April 16, 2010 at Reception No. 697974 and Modification of Deed of Trust recorded May 19, 2011 at Reception No. 71254, all given in connection with the above Deed of Trust, and any assignments, modifications, or renewals thereof.**

10. Liens published in a public registry for real or immovable properties against Station Mont-Tremblant.

11. The liens, encumbrances and other exceptions to title listed on those title reports or policies with respect to the Mortgaged Properties.

12. Conventional Hypothec without delivery granted by Mont Tremblant Resorts and Company, Limited Partnership (“MTRLP”) in favour of Banque Nationale du Canada pursuant a Memorandum of Understanding dated November 3, 1994 (“MOU”) and registered at the Register of Personal and Movable Real Rights (“RPMRR”) under number 04-611734-0001.

13. Conventional Hypothec without delivery granted by Mont Tremblant Resorts and Company, Limited Partnership in favour of Banque Nationale du Canada dated October 27, 2005 and registered at the Register of Personal and Movable Real Rights under number 05-613674-0001.

14. With respect to the airframe bearing U.S. registration number N28HJ, Aircraft Lease dated May 23, 1969 between Commercial Credit Industrial Corporation, as lessor, and The Cosmodyne Corporation, as lessee, which was recorded by the Federal Aviation Administration on July 16, 1969 and assigned Conveyance No. L046694.

15. With respect to the airframe bearing U.S. registration number N28HJ, Sublease Agreement dated May 23, 1969 between The Cosmodyne Corporation, as sublessor, and Anchorage Helicopter Service, Inc., as sublessee, which was recorded by the Federal Aviation Administration on July 16, 1969 and assigned Conveyance No. L046695.

16. With respect to the airframe bearing U.S. registration number N58HJ, Agreement for Lease of Helicopter dated May 1, 1980 between Birger Sterner, Britt Sterner and Linda Kvamme, as lessors, and Heli-Jet Corp., as lessee, which was recorded by the Federal Aviation Administration on March 3, 1981 and assigned Conveyance No. J00982.

**Existing lien securing indebtedness in connection with and outstanding after the consummation of the Steamboat Acquisition. Loan was renewed and extended in the principal amount of $1,398,000 as of April 21, 2011.

SCHEDULE 6.3(W)

RIGHTS OF FIRST REFUSAL AND OPTIONS 

1. Right of First Refusal and Right of First Offer Agreement Between Intrawest California Holdings, Inc. and IntraStar Mammoth, LLC effective as of March 15, 2006 as to certain real property located in June Lake, California.

2. Amended and Restated Agreement dated as of January 31, 2011 by and among The Stratton Corporation, Intrawest Stratton Development Corporation, and Pond Road, LLC, Coastal Funding Corporation and Newcastle Development Company, LLC, John W. Fiore, Barbara Fiore and Lauren Fiore containing certain purchase rights with respect to Stratton in favor of John Fiore and his related entities.

3. Option to purchase properties and/or businesses granted by Intrawest in favor of Winter Park Recreational Association as set forth in that certain Second Amended Lease and Operating Agreement dated January 15, 2008.

4. Option for the transfer of a lot allowing for the construction of a fire station on Versant Soleil pursuant to the Agreement relating to the municipal works for Versant Soleil (Entente relative aux travaux municipaux Versant Soleil) by and between Mont Tremblant Resorts and Company, LP and the Municipality of Mont-Tremblant dated April 7, 2003.

5. Option for the purchase of certain lots for the expansion of the casino on Versant Soleil pursuant to an agreement by and between Mont Tremblant Resorts and Company, LP and Loto-Québec effective as of June 21, 2011.

6. Option for the purchase of those lots known as Upper Academy pursuant to a Purchase Agreement to be entered into by and between Mont Tremblant Resorts and Company, LP and Les Cours Valois Inc. (pending execution).

7. Option for the purchase of a lot for the purpose of an administrative building pursuant to an agreement by and between Mont Tremblant Resorts and Company, LP and the Tremblant Resort Association effective as of May 28, 2007.

8. Option for the purchase of Unit C-316, OSP Condominium at Apres Ski Way as filed by plat at File No. 13959 of the Routt County Records, pursuant to Lease Agreement dated as of November 11, 2009 between SV Timbers Steamboat, LLC and Steamboat Ski & Resort Corporation for such unit, Memorandum of Agreement (Purchase Option) recorded at Reception No. 693292 of the Routt County, CO real property records.

9. Option for the purchase of approximately 10.96 acres of land located in Routt County, CO as described on Exhibit A to that certain Option to Purchase Real Estate and Agreement dated as of December 31, 2008 between the Steamboat Grand Resort Hotel Condominium Association, Inc. and Steamboat Ski & Resort Corporation, Memorandum of Option recorded at Reception No. 682026 of the Routt County, CO real property records.

10. Memorandum of Agreement (SS&RC Facilities) between Kenneth S. Rotner and Steamboat Ski & Resort Corporation (SS&RC) dated as of March 10, 2000 concerning right of SS&RC to require that development of the property described in Exhibit A include commercial space suitable for certain uses by SS&RC, not to exceed 3,500 square feet, to be conveyed or leased to SS&RC at pricing determined as specified in the agreement, recorded at Reception No. 524548 of the Routt County CO real property records.

11. Right of first refusal with respect to Unit C-2, Gondola Square Condominiums, Steamboat Springs, CO, pursuant to Agreement Regarding Right of First Refusal dated as of July 30, 1999 between Steamboat Ski and Resort Corporation and Colorado Retail Management, LLC referencing Purchase and Sale Agreement dated as of July 8, 1999, recorded at Reception No. 514164, Book 761, Page 43 of the Routt County CO real property records.

12. The liens, encumbrances and other exceptions to title listed on those title reports or policies with respect to the Mortgaged Properties.

13. Right of first refusal with respect to transfer of shareholder’s interest in Blue Mountain Resort pursuant to Article 5 of the Shareholders’ Agreement amongst Blue Mountain Resorts Holdings Inc., Intrawest Corporation (now Intrawest ULC) and Blue Mountain Resorts Limited dated January 28, 1999 and as amended by the letter agreement amongst Blue Mountain Resorts Limited, Blue Mountain Holdings Inc. and Le Sommet Property Management Inc. dated July 30 July 2007 whereby Intrawest ULC transfers its interest in Blue Mountain Resorts Limited to Le Sommet Property Management Inc.

14. Put Option held by Blue Mountain Resorts Holdings Inc. with respect to Le Sommet Property Management Inc. shares in Blue Mountain Resorts Limited pursuant to Article 8 of the Shareholders’ Agreement amongst Blue Mountain Resorts Holdings Inc., Intrawest Corporation (now Intrawest ULC) and Blue Mountain Resorts Limited dated January 28, 1999 and as amended by the letter agreement amongst Blue Mountain Resorts Limited, Blue Mountain Holdings Inc. and Le Sommet Property Management Inc. dated July 30 July 2007 whereby Intrawest ULC transfers its interest in Blue Mountain Resorts Limited to Le Sommet Property Management Inc.

15. Call Option held by Le Sommet Property Management Inc. with respect to common shares held by Blue Mountain Resorts Holdings Inc. in Blue Mountain Resorts Limited pursuant to Article 9 of the Shareholders’ Agreement amongst Blue Mountain Resorts Holdings Inc., Intrawest Corporation (now Intrawest ULC) and Blue Mountain Resorts Limited dated January 28, 1999 and as amended by the letter agreement amongst Blue Mountain Resorts Limited, Blue Mountain Holdings Inc. and Le Sommet Property Management Inc. dated July 30 July 2007 whereby Intrawest ULC transfers its interest in Blue Mountain Resorts Limited to Le Sommet Property Management Inc.

16. Options granted to third parties in the ordinary course of business allowing for the extension or renewal of agreements and leases.

SCHEDULE 6.5(N)

DISPOSITIONS 

Fractional interest in The Snowmass Club held by A Storied Place at Snowmass LLC listed at US$159,900.

Lower Academy (undeveloped lot on the Diable golf course) at Tremblant. Listed at CAN$1,500,000. Under contract for sale and scheduled to close by December 31, 2013.

Data center facility assets located in Vancouver, BC currently leased to Intrawest ULC to be transferred and assumed by TeraGo Networks Inc. by December 31, 2013.

Schedule 6.8(F)

Non-Wholly-Owned Subsidiary Contractual Obligations 

1. Limited Liability Company Agreement of Leisura Developments LLC dated May 7, 2003 by and among Intrawest Resorts Inc. (now ICRE, Inc.), Leisura Acquisition LLC, and LPI Investment Inc.

2. Limited Liability Company Agreement of Leisura II Developments LLC dated June 7, 2004 by and among Intrawest Resorts Inc. (now ICRE, Inc.), Leisura II Acquisition LLC, and LPI Investments Inc.

3. Limited Liability Company Agreement of Leisura III Developments LLC dated May 23, 2005 by and among Intrawest Resorts Inc. (now ICRE, Inc.), Leisura III Acquisition LLC, and Halcyon Leisura LLC.

4. Agreement of Limited Partnership of Leisura Developments Limited Partnership dated February 25, 2003 between 656540 B.C. Ltd., Manulife International Capital Corporation Limited and 379192 British Columbia Ltd, as amended by an Amending Agreement dated July 20, 2003 between 656540 B.C. Ltd., Manulife International Capital Corporation Limited and 379192 British Columbia Ltd, as amended by the Second Amending Agreement dated April 26, 2007 between 656540 B.C. Ltd., The Manufacturers Life Insurance Company and 379192 British Columbia Ltd., as further amended by the Third Amending Agreement dated April 28, 2009 between 656540 B.C. Ltd., The Manufacturers Life Insurance Company and 379192 British Columbia Ltd.

5. Agreement of Limited Partnership of Leisura Developments II Limited Partnership dated June 23, 2004 between 656540 B.C. Ltd., The Manufacturers Life Insurance Company, and 379192 British Columbia Ltd., as amended by an Amending Agreement dated February 26. 2008 between 656540 B.C. Ltd., The Manufacturers Life Insurance Company and 379192 British Columbia Ltd.

6. Second Amended Partnership Agreement of Tower Ranch Development Partnership dated November 30, 1995 between Intrawest Corporation (now Intrawest ULC) and Tower Ranches and Tower Ranch Development Ltd.

7. Limited Liability Company Agreement of Futura I Developments LLC among Intrawest Resorts, Inc. (now ICRE, Inc.), Futura I Acquisition LLC and New York State Teacher’s Retirement System dated as of June 30, 2005.

8. Limited Liability Company Agreement of A Storied Place at Snowmass LLC between Intrawest Resorts, Inc. (now ICRE, Inc.) and Snowmass Club Associates, LLC dated July 30, 2002.

9. Limited Liability Company Agreement of Intrawest/Brush Creek Development Company LLC between Intrawest Resorts, Inc. (now ICRE, Inc.) and Brush Creek Land Company, LLC datred February 7, 2002, as amended by the First Amendment to the Limited Liability Company Agreement between Intrawest Resorts, Inc. (now ICRE, Inc.) and Brush Creek Land Company, LLC dated February 8, 2002, as further amended by the Second Amendment to the Limited Liability Company Agreement between Intrawest Resorts, Inc. (now ICRE, Inc.) and Brush Creek Land Company, LLC dated June 30, 2003.

10. Amended and Restated Limited Liability Company Agreement of Keystone/Intrawest L.L.C. dated December 15, 2003 between Intrawest Resorts, Inc. (now ICRE, Inc.) and Vail Summit Resorts, Inc.

11. Amended and Restated Limited Partnership Agreement of CNL Village Retail Partnership, LP dated December 3, 2004 among CNL Village Retail GP, LLC, CNL Income Partners, LP and Intrawest Resorts, Inc. (now ICRE, Inc.).

12. Unanimous Shareholders Agreement of 3105725 Canada Inc. (now Chateau M.T. Inc.) among Mont Tremblant Resorts and Company, Limited Partnership, Fonds de Solidarité des Travailleurs du Québec, Canadian Pacific Hotels Corporation, 3105725 Canada Inc., 3116808 Canada Inc., Intrawest Corporation and Mont Tremblant Resorts (1991) Inc. dated August 1, 1995.

13. Limited Partnership Agreement of Intrawest/Lodestar Limited Partnership dated September 17, 1996 among Intrawest/Lodestar Development Company, Lodestar Company, Acuff Properties LLC, Allen V.C. Davis as trustee and on behalf of the Davis Trust No. 1 U/D/T, as amended by the First Amendment to the Limited Partnership Agreement dated March 31, 1998 among Intrawest/Lodestar Development Company, Lodestar Company, Acuff Properties LLC and Allen V.C. Davis as trustee and on behalf of the Davis Trust No. 1 U/D/T and Lodestar Mammoth LLC, as amended by the Second Amendment to the Limited Partnership Agreement dated August 31, 1999 between Intrawest/Lodestar Development Company and Lodestar Mammoth LLC, as amended by the Third Amendment to the Limited Partnership Agreement dated November 8, 1999 between Intrawest/Lodestar Development Company, Intrawest California Holdings, Inc. and Lodestar Mammoth LLC, as further amended by the Fourth Amendment to the Limited Partnership Agreement dated January 1, 2001 between Intrawest/Lodestar Development Company and Intrawest California Holdings, Inc.

14. Amended and Restated Limited Partnership Agreement of Intrawest/Lodestar Golf Limited Partnership dated September 30, 2000 amond Intrawest/Lodestar Development Company and Mammoth Golf Management, Inc, as amended by the First Amendment to the Limited Partnership Agreement between Intrawest/Lodestar Development Company and Mammoth Golf Management, Inc. dated February 27, 2006.

15. Amended and Restated Operating Agreement of MMSA Investors, L.L.C. dated as of December 20, 2005 among VII/D2 Mammoth Holdings, L.L.C., IW Mammoth Holdings, LLC and Alan Scott Gregory.

16. Limited Liability Company Operating Agreement of Mammoth Hospitality Management, L.L.C. dated as of August 31, 2000 between Intrawest Hospitality Management, Inc. and Mammoth Mountain Ski Area, as amended by the Amendment to the Limited Liability Company Operating Agreement dated as of December 20, 2005 between Intrawest Hospitality Management, Inc. and Mammoth Mountain Ski Area, as further amended by the Second Amendment ot the Limited Liability Company Operating Agreement dated as February 27, 2006 between Intrawest Hospitality Management, Inc. and Mammoth Mountain Ski Area.

17. Operating Agreement of Blue River Land Company, LLC dated as of October [no day specified], 1997 between EWRD Summit, LLC and Eagle’s Nest Land Company, LLC

18. Limited Liability Company Agreement of Pine Ridge Villas, LLC dated as of August 23, 2001 between Intrawest Sandestin Company, L.L.C. and The Becnel Company.

19. Limited Liability Company Agreement of Intrastar Mammoth, LLC dated as of March 13, 2006 among VII Intrastar Partners, L.L.C., Intrawest California Holdings, Inc. and Intrastar Mammoth, LLC.

20. Shareholders Agreement of Blue Mountain Resorts Holdings Inc. dated January 28, 1999 between Intrawest Corporation and Blue Mountain Resorts Limited.

21. Co-Owners Agreement for Cedar Village dated Ocotber 3, 1970 among W.P. Wallace, T.J. Wiiliams, R.W. McCloy, W.R. Sexsmith, H.E. Kelly, C.K. Forster, R.S. Smith, D.W. Smallbone, L.C. Schmidt, H. Fahy, G.E. Elvins, Intrawest Properties Ltd. (now Intrawest ULC), M. Faris, J. Houssian, and Gandour Industries of Canada Ltd.

Schedule 6.8(I)

investments

1. Investment by 379192 British Columbia Ltd. in Leisura Developments Limited Partnership by virtue of which 379192 British Columbia Ltd. holds a 29.97% limited partnership interest

2. Investment by 379192 British Columbia Ltd. in Leisura Developments II Limited Partnership by virtue of which 379192 British Columbia Ltd. holds a 29.97% limited partnership interest

3. Investment by Intrawest ULC in 656540 B.C. Ltd. by virtue of which Intrawest ULC holds a 30% interest; 656540 B.C. Ltd., in turn, holds a 0.1% general partnership interest in Leisura Developments II Limited Partnership.

4. Investment by Intrawest ULC in 656540 B.C. Ltd. by virtue of which Intrawest ULC holds a 30% interest; 656540 B.C. Ltd., in turn, holds a 0.1% general partnership interest in Leisura Developments Limited Partnership.

5. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in Leisura Developments LLC by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 35% equity interest.

6. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in Leisura II Developments LLC by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 35% equity interest.

7. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in Leisura III Developments LLC by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 35% equity interest.

8. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in Futura I Developments LLC by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 15% equity interest.

9. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in A Storied Place at Snowmass LLC by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 50% equity interest.

10. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in Intrawest/Brush Creek Development Company LLC by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 50% equity interest.

11. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in CNL Village Retail Partnership, LP by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 20% limited partnership interest.

12. Investment by Intrawest Resorts, Inc. (now ICRE, Inc.) in Keystone/Intrawest, L.L.C. by virtue of which Intrawest Resorts, Inc. (now ICRE, Inc.) holds a 50% equity interest.

13. Investment by Mont Tremblant Resorts and Company, Limited Partnership in Chateau M.T. Inc. by virtue of which Mont Tremblant Resorts and Company, Limited Partnership holds a 49.6% interest

14. Investment by Intrawest ULC in Tower Ranch Development Ltd. by virtue of which Intrawest ULC holds a 50% interest.

15. Investment by Intrawest ULC in Tower Ranch Development Partnership by virtue of which Intrawest ULC holds a 62.45% interest.

16. Investment by Intrawest Resort Ownership U.S. Corporation in Club Intrawest Mexico Food and Beverage SRL de CV by virtue of which Intrawest Resort Ownership U.S. Corporation holds a .002% equity interest.

17. Investment by Intrawest Ventures, Inc. in Club Intrawest Mexico Food and Beverage SRL de CV by virtue of which Intrawest Ventures, Inc. holds a 99.998% equity interest.

18. Investment by Intrawest Resort Ownership U.S. Corporation in Club Intrawest Management SRL de CV by virtue of which Intrawest Resort Ownership U.S. Corporation holds a .002% equity interest.

19. Investment by Intrawest Ventures, Inc. in Club Intrawest Management SRL de CV by virtue of which Intrawest Ventures, Inc. holds a 99.998% equity interest.

20. Investment by Playground Destination Properties Inc. in Playground Mexico S. de R.L. de C.V. by virtue of which Playground Destination Properties Inc. holds a 99.9% interest.

21. Investment by Intrawest Mexico Holdings, LLC in Playground Mexico S. de R.L. de C.V. by virtue of which Intrawest Mexico Holdings, LLC holds a .001% interest.

22. Investment by Intrawest/Lodestar Development Company in Intrawest/Lodestar Limited Partnership by virtue of which Intrawest/Lodestar Development Company holds a 75% general partnership interest.

23. Investment by Intrawest California Holdings, Inc. in Intrawest/Lodestar Limited Partnership by virtue of which Intrawest California Holdings, Inc. holds a 4.25% general partnership interest and a 20.75% limited partnership interest.

24. Investment by Intrawest/Lodestar Development Company in Intrawest/Lodestar Golf Limited Partnership by virtue of which Intrawest/Lodestar Development Company holds a 35% general partnership interest.

25. Investment by IW Mammoth Holdings, LLC in MMSA Investors, L.L.C. by virtue of which IW Mammoth Holdings, LLC holds a 15% equity interest.

26. Investment by Intrawest Hospitality Management, Inc. in Mammoth Hospitality Management, LLC by virtue of which Intrawest Hospitality Management, Inc. holds a 50% equity interest.

27. Investment by Intrawest ULC in Eagle Helicopters, Inc. by virtue of which Intrawest ULC holds a 9.9% interest.

28. Investment by Intrawest ULC in Alpine Helicopters Inc. by virtue of which Intrawest ULC holds a 20% interest.

29. Investment by Intrawest/Eagle’s Nest, Inc. in Blue River Land Company, LLC by virtue of which Intrawest/Eagle’s Nest, Inc. holds a 50% equity interest.

30. Investment by Intrawest Sandestin Company, LLC in Pine Ridge Villas, LLC by virtue of which Intrawest Sandestin Company, LLC holds a 50% equity interest.

31. Investment by Intrawest California Holdings, Inc. in MMSA Development, LLC by virtue of which Intrawest California Holdings, Inc. holds a 15% equity interest.

32. Investment by Le Sommet Property Management Inc. in Blue Mountain Resorts Limited by virtue of which Le Sommet Property Management Inc. holds a 50% interest

33. Investment by Intrawest Properties Ltd. (now Intrawest ULC) in Cedar Projects Ltd. by virtue of which Intrawest ULC holds a 4.5% interest.

34. Contemplated investment by Intrawest U.S. Holdings Inc. for 5% equity stake in Inntopia.

Schedule 7.1(E)

NON-CROSS DEFAULTED LOANS

Property/Loan Facility (Description purposes)	Borrowing Entity	Ownership	Lender	Guarantee	Balance	Maturity	Guarantor
Chateau Tremblant (Tremblant)	Chateau M.T. Inc.	50%	Business Development Bank	None	18,393,823.68 CAD	04/30/2017	N/A
Chateau Tremblant (Tremblant)	Chateau M.T. Inc.	50%	ROI Capital	None	3,914,983.41 CAD	04/30/2017	N/A
WPRA Lease/Rental Payments; WPRA Debt Principal/ WPRA Debt Interest (and any indebtedness obligations under Schedule 6.3(O)2	Winter Park Recreational Association; Intrawest/Winter Park Operations Corporation	100% - Intrawest/Winter Park Operations Corporation 0% - Winter Park Recreational Association	Wells Fargo	Performance	22,607,074.30 USD	4/29/2016	Intrawest/Winter Park Operations Corporation; Intrawest Holdings S.a r.l.

EXHIBIT A TO
CREDIT AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I, _____________________, am the ___________________ of Intrawest Operations Group, LLC. I am making the certifications below solely in my capacity as _________________ and not in any individual capacity.

2. I have reviewed the terms of that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Holdings, the Borrower and their respective Subsidiaries during the accounting period covered by the attached financial statements.

3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default as of the date of this Compliance Certificate, except as set forth in a separate attachment, if any, to this Compliance Certificate, describing in detail, the nature of the condition or event, and the action which the Borrower has taken, is taking or proposes to take with respect to each such condition or event.

4. Attached hereto as Annex A is a list of each Immaterial Subsidiary. Each Subsidiary listed on Annex A individually qualifies as an Immaterial Subsidiary and, in the aggregate, all such Immaterial Subsidiaries had consolidated assets with a book value of less than $15,000,000 on the last day of the fiscal quarter or fiscal year, as applicable, covered by the financial statements being delivered with this Compliance Certificate.

The foregoing certifications, together with (i) the computations set forth in Annex B hereto, (ii) the financial statements delivered with this Compliance Certificate in support hereof, (iii) a summary management consolidated EBITDA presentation by business segment consistent with the EBITDA presentation provided to Lenders during the primary syndication of the Facilities and (iv) if this Compliance Certificate is being delivered with the financial statements required to be delivered pursuant to Section 5.1(a) of the Credit Agreement, a listing of any material Intellectual Property acquired by any Loan Party since the date of the most recent list delivered

EXHIBIT A-1

pursuant to Section 5.2(a)(iii) of the Credit Agreement or the Closing Date, as applicable, are made and delivered on [mm/dd/yy] pursuant to Section 5.2(a) of the Credit Agreement.

INTRAWEST OPERATIONS GROUP, LLC

By:

Name:

Title:

EXHIBIT A-2

ANNEX A TO
COMPLIANCE CERTIFICATE

IMMATERIAL SUBSIDIARIES

EXHIBIT A-3

ANNEX B TO
COMPLIANCE CERTIFICATE

1.	Consolidated EBITDA: (i) + (ii) – (iii) + (iv)			$[___,___,___]
	(i)	Consolidated Net Income		$[___,___,___]
	(ii)	(a)	provision for taxes based on income, profits or capital gains, including, without limitation, federal, state, franchise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations)	$[___,___,___]
		(b)	interest expense, amortization or write off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, plus all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Capital Stock	$[___,___,___]
		(c)	depreciation and amortization expense	$[___,___,___]
		(d)	[reserved]	$[___,___,___]
		(e)	any extraordinary, unusual or non recurring losses or non cash expenses (including, for the avoidance of doubt, losses on sales of assets or investments outside of the ordinary course of business), and non-cash impairments of goodwill, intangibles, fixed assets, land and land held for development	$[___,___,___]
		(f)	expenses associated with legacy real estate activities, including litigation expenses, in an aggregate amount not to exceed $10,000,000 for any Test Period, plus losses on sales of real property for such period and settlements and judgments relating to such development business for such period	$[___,___,___]
		(g)	any other non-cash charges (including, for the avoidance of doubt, equity incentive plans to the extent not paid in cash and unrealized foreign exchange losses attributable to currency translation)	$[___,___,___]
		(h)	any charges or expenses associated with administering or selling Property no longer used or useful in the business subject to a Disposition in an aggregate amount not to exceed $1,500,000 for any Test Period	$[___,___,___]
		(i)	any fees, expenses or charges incurred with respect to the Transaction or any Indebtedness permitted to be incurred hereunder	$[___,___,___]
		(j)	the amount of any restructuring charges, retention charges (including charges or expenses in respect of incentive plans), start-up or initial costs for any project, division or new line of business or other business optimization expenses, including, without limitation, costs associated with improvements to IT and accounting functions, integration and facilities opening costs or any one-time costs and costs related to the closure and/or consolidation of facilities and operations including, without limitation, any severance costs and related expenses incurred or accrued with respect to workforce reduction efforts and other terminations of employment, in each case, to the extent management believes such charges, expenses or costs are not representative of the underlying performance of the ongoing operations; provided that (A) the aggregate amount of all Restructuring/Cost Savings Adjustments added back pursuant to this clause (j), when added to the aggregate amount of all Restructuring/Cost Savings Adjustments added back pursuant to clause (b) of the definition of “Pro Forma Basis” for any Test Period, shall not exceed 15% of Consolidated EBITDA of the Intrawest Group Members for such Test Period (calculated prior to giving effect to any Restructuring/ Cost Savings Adjustments in such Test Period) and (B) with respect to any Test Period, no adjustments shall be added pursuant to this clause (j) to the extent duplicative of any other Restructuring/Cost Savings Adjustments	$[___,___,___]

EXHIBIT A-4

	(k)	any payments under the WPRA Lease that are considered operating expenses under GAAP in an aggregate amount not to exceed $4,000,000 for any Test Period	$[___,___,___]
	(l)	any fees, expenses or charges related to any equity offering (including any equity offering by IRH), Investment, Acquisition (including Permitted Acquisitions) or Disposition, in each case whether or not successful or consummated	$[___,___,___]
	(m)	any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement (in each case, including with respect to IRH)	$[___,___,___]
	(n)	any net loss from disposed, abandoned or discontinued operations	$[___,___,___]
	(o)	the amount of any directors’ fees or reimbursements (including fees and reimbursements of directors of IRH)	$[___,___,___]
		Sum of (a) through (o)	$[___,___,___]
(iii)	(a)	interest income on a consolidated basis, except income arising from (1) receivables attributable to the sale to the public of membership, resort points and other interests in Club Intrawest and (2) the direct or indirect sale of such receivables in connection with the financing thereof	$[___,___,___]
	(b)	any extraordinary, unusual or non recurring income or gains (including, for the avoidance of doubt, any cash or non-cash income or gains from the sales of assets or investments outside of the ordinary course of business)	$[___,___,___]
	(c)	real estate development business income or gains (including, without limitation, gains from litigation settlements relating to such development business) and income or gains on sales of real property for such period (excluding, in each case, revenue from the real estate brokerage business of the Intrawest Group Members)	$[___,___,___]
	(d)	any other non-cash income or gains (including, for the avoidance of doubt, unrealized foreign exchange gains attributable to currency translation)	$[___,___,___]

EXHIBIT A-5

		(e)	any cash payments made during such period in respect of items described in clause (e) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis	$[___,___,___]
		(f)	any net income from disposed, abandoned or discontinued operations, all as determined on a consolidated basis	$[___,___,___]
			Sum of (a) through (f)	$[___,___,___]
	(iv)	(a)	Pro rata share of Consolidated EBITDA of Blue Mountain	$[___,___,___]
		(b)	Pro rata share of Consolidated EBITDA of Chateau M.T. Inc.	$[___,___,___]
		(c)	Pro rata share of Consolidated EBITDA of MHM	$[___,___,___]
		(d)	Pro rata share of Consolidated EBITDA of any other Person designated by management that is accounted for by the equity method of accounting	$[___,___,___]
		(e)	Pro rata share of Consolidated EBITDA of Alpine	$[___,___,___]
			Sum of (a) through (e)	$[___,___,___]
2.	Consolidated Net Income:  (i) – (ii)			$[___,___,___]
	(i)	the consolidated net income (or loss) of the Intrawest Group Member(s) for such period, determined on a consolidated basis in accordance with GAAP		$[___,___,___]
	(ii)	(a)	the income (or deficit) of any Person that was not a Subsidiary of an Intrawest Group Member that accrued prior to the date it becomes a Subsidiary of an Intrawest Group Member or is merged into or consolidated with any Intrawest Group Member	$[___,___,___]
		(b)	the income (or deficit) of any Person (other than a Subsidiary of an Intrawest Group Member) in which any Intrawest Group Member has an ownership interest, except to the extent that any such income is actually received by an Intrawest Group Member in the form of dividends or similar distributions	$[___,___,___]
		(c)	the undistributed earnings of any non-Wholly-Owned Subsidiary of any Intrawest Group Member (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions by such non-Wholly-Owned Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such non-Wholly-Owned Subsidiary	$[___,___,___]
			Sum of (a) through (c)	$[___,___,___]

EXHIBIT A-6

3.	Total Secured Debt Leverage Ratio:  (i) / (ii)		[____]:1.00
	(i)	(a) Total Secured Debt as of such date minus (b) the aggregate amount of Unrestricted Cash in excess of $40,000,000 included on the consolidated balance sheet of Holdings and its Subsidiaries as of such date	$[___,___,___]
	(ii)	Consolidated EBITDA of the Intrawest Group Members	$[___,___,___]

EXHIBIT A-7

EXHIBIT B TO
CREDIT AGREEMENT

CLOSING CERTIFICATE

December [   ], 2013

This Closing Certificate is delivered pursuant to Section 4.1(g) of the Credit Agreement, dated as of December [   ], 2013, as amended, restated, supplemented or modified from time to time (the “Credit Agreement”), among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank. Terms defined in the Credit Agreement are used herein as therein defined.

The undersigned [_______________] of [_______________], which is a direct or indirect parent of each other Person listed on Schedule A attached hereto (collectively, the “Subsidiaries”; the Subsidiaries, together with [_______________], the “Certificate Parties”), hereby certifies, as [_______________] of [_______________], on behalf of each Certificate Party, to the Administrative Agent and the Lenders as follows:

1.Each person listed on Schedule B is a duly elected and qualified officer of each Certificate Party, or its general partner or sole member, listed opposite such person’s name on Schedule A holding the office listed opposite such person’s name, and the signature appearing opposite such officer’s name on Schedule B is the true and genuine signature of such officer, and such officer is duly authorized to execute and deliver on behalf of such Certificate Party listed opposite such officer’s name each of the Loan Documents to which such Certificate Party is a party and any certificate or other document to be delivered by such Certificate Party pursuant to the Loan Documents to which it is a party.

The undersigned [_______________] of [_______________]hereby certifies, as [_______________] of [_______________], on behalf of [_______________], to the Administrative Agent and the Lenders as follows:

1.The representations and warranties set forth in each of the Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

2.No event has occurred and is continuing or will result from the consummation of the Credit Extension that would constitute an Event of Default or a Default as of the date hereof.

EXHIBIT B-1

3.The conditions precedent set forth in Section 4.1 of the Credit Agreement are satisfied as of the date hereof.

The undersigned [_______________] of [_______________] certifies, on behalf of each Certificate Party, as follows:

1.There are no liquidation or dissolution proceedings pending or to my knowledge threatened against any Certificate Party, nor has any other event occurred adversely affecting or threatening the continued corporate existence of any Certificate Party.

2.Each Certificate Party is the type of entity set forth opposite its name on Schedule A, duly formed or incorporated, as the case may be, is validly existing and is in good standing under the laws of the jurisdiction of its organization which is set forth opposite its name on Schedule A.

3. Attached hereto as Annex 1 is a true and complete copy of resolutions duly adopted by the applicable sole member, board of directors, board of managers, managing partner or equivalent governing body of each Certificate Party, such resolutions have not in any way been amended, modified, revoked or rescinded, have been in full force and effect since their adoption and including the date hereof and are now in full force and effect and are the only proceedings of such Certificate Party now in force relating to or affecting the matters referred to therein.

4.Attached hereto as Annex 2 is a true and complete copy of the By Laws or Operating Agreement of each Certificate Party as in effect on the date hereof.

5.Attached hereto as Annex 3 is a true and complete copy of the Certificate of Incorporation, Articles of Incorporation, Articles of Association or Certificate of Formation of each Certificate Party as in effect on the date hereof.

6.Each person listed on Schedule B is a duly elected and qualified officer of each Certificate Party, or its general partner or sole member, listed opposite such person’s name on Schedule A holding the office listed opposite such person’s name, and the signature appearing opposite such officer’s name on Schedule B is the true and genuine signature of such officer, and such officer is duly authorized to execute and deliver on behalf of such Certificate Party listed opposite such officer’s name each of the Loan Documents to which such Certificate Party is a party and any certificate or other document to be delivered by such Certificate Party pursuant to the Loan Documents to which it is a party.

EXHIBIT B-2

IN WITNESS WHEREOF, the undersigned have executed this Closing Certificate as of the date first mentioned above.

[_______________],

a [_______________]

By: 

Name:

Title:

[_______________],

a [_______________]

By: 

Name:

Title:

EXHIBIT B-3

SCHEDULE A

CERTIFICATE
PARTY TYPE OF
ENTITY JURISDICTION OF
ORGANIZATION NAME OF
OFFICER OFFICE

EXHIBIT B-4

SCHEDULE B

Name Signature

EXHIBIT B-5

ANNEX 1

[Resolutions of each Certificate Party]

EXHIBIT B-6

ANNEX 2

[By Laws/Operating Agreement of each Certificate Party]

EXHIBIT B-7

ANNEX 3

[Certificate of Incorporation/Formation of each Certificate Party]

EXHIBIT B-8

EXHIBIT C-1 TO
CREDIT AGREEMENT

ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Assignment and Acceptance Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing line loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1.	Assignor:	______________________
2.	Assignee:	______________________1 [and is a Related Fund/an Affiliated Loan Fund]
		Market Entity Identifier (if any): ______________________
3.	Borrower:	Intrawest Operations Group, LLC, a Delaware limited liability company
4.	Administrative Agent:	GOLDMAN SACHS LENDING PARTNERS LLC
5.	Credit Agreement:	The Credit Agreement, dated as of December 9, 2013, by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank
6.	Assigned Interest[s]:

¹ Assignee shall not be a Disqualified Assignee unless such assignment has been approved by the Borrower.

EXHIBIT C-1-1

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
____________3	$______________	$______________	____________%
____________	$______________	$______________	____________%
____________	$______________	$______________	____________%

Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:		Wire Instructions:

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

²     Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

³     Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “LC Facility Commitment”, “Term Loans”, etc.)

EXHIBIT C-1-2

By:

Title:

Consented to and Accepted:

GOLDMAN SACHS LENDING PARTNERS LLC, as
Administrative Agent

By:

Title:

[Consented to:]⁴

[INTRAWEST OPERATIONS GROUP, LLC], as

Borrower

By:

Title:

[Consented to:]⁵

[GOLDMAN SACHS BANK USA], as

Issuing Bank

By:

Title:

⁴     To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

⁵     To be added only if the consent of Issuing Bank is required by the terms of the Credit Agreement.

EXHIBIT C-1-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document (as defined below), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

EXHIBIT C-1-4

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT C-1-5

EXHIBIT C-2 TO
CREDIT AGREEMENT

AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE AGREEMENT

This Affiliated Lender Assignment and Acceptance Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swing line loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1.	Assignor:	______________________
2.	Assignee:	______________________1 and is a [Related Fund/an Affiliated Lender/an Affiliated Loan Fund] Market Entity Identifier (if any): ______________________
3.	Borrower:	Intrawest Operations Group, LLC, a Delaware limited liability company
4.	Administrative Agent:	GOLDMAN SACHS LENDING PARTNERS LLC
5.	Credit Agreement:	The Credit Agreement, dated as of December 9, 2013, by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank

¹ Assignee shall not be a Disqualified Assignee unless such assignment has been approved by the Borrower.

EXHIBIT C-2-1

6. Assigned Interest[s]:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
___________3	$______________	$______________	____________%
___________	$______________	$______________	____________%
___________	$______________	$______________	____________%

Effective Date: ______________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:		Wire Instructions:

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

²     Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

³     Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “LC Facility Commitment”, “Term Loans”, etc.)

EXHIBIT C-2-2

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title:

Consented to and Accepted:

GOLDMAN SACHS LENDING PARTNERS LLC, as
Administrative Agent

By:

Title:

[Consented to:]⁴

[INTRAWEST OPERATIONS GROUP, LLC], as

Borrower

By:

Title:

[Consented to:]⁵

[GOLDMAN SACHS BANK USA], as

Issuing Bank

By:

Title:

⁴     To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

⁵     To be added only if the consent of Issuing Bank is required by the terms of the Credit Agreement.

EXHIBIT C-2-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR AFFILIATED LENDER ASSIGNMENT
AND ASSUMPTION AGREEMENT

4. Representations and Warranties.

4.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document (as defined below), (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of their Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

4.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it is not a Disqualified Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

5. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

5.1 From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

EXHIBIT C-2-4

6. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

7. Acknowledgment. Each of the parties hereto acknowledge and agree that in connection with this Assignment, (A) the Assignee may have, and later may come into possession of, Excluded Information, (B) the Assignor has, independently and without reliance on Assignee, any of its Subsidiaries, the Administrative Agent or any of its affiliates, made its own analysis and determination to participate in this Assignment notwithstanding Assignor’s lack of knowledge of the Excluded Information, (C) none of the Assignee, any other Affiliated Lenders or any of their Subsidiaries, the Administrative Agent or any of its affiliates shall have any liability to Assignor, and Assignor hereby waives and releases, to the extent permitted by law, any claims Assignor may have against Assignee, any other Affiliated Lender, any of their Subsidiaries, the Administrative Agent and any of its affiliates, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information and (D) the Excluded Information may not be available to the Administrative Agent or the other Lenders. “Excluded Information” means information regarding the Term Loans or the applicable Loan Parties that is not known to a Lender participating in an assignment to an Affiliated Lender pursuant to Section 9.6(d) of the Credit Agreement that may be material to a decision by such Lender to participate in such assignment to such Affiliated Lender or such assignment by an Affiliated Lender, as applicable.

[Remainder of page intentionally left blank]

EXHIBIT C-2-5

EXHIBIT D-1 TO
CREDIT AGREEMENT

TERM LOAN NOTE

$[¹][___,___,___]

[²][mm/dd/yy] New York, New York

FOR VALUE RECEIVED, Intrawest Operations Group, LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [____________] DOLLARS ($[___,___,___]) in the installments referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

Borrower shall make scheduled principal payments on this Note as set forth in Section 2.13 of the Credit Agreement.

This Note is one of the “Term Loan Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment and Acceptance effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, the Administrative Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all

¹     Lender’s Term Loan amount

²     Closing Date (or, if written notice of Lender’s request for Note is delivered after the Closing Date, a date that is promptly after the Borrower’s receipt of such notice)

EXHIBIT D-2-1

principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower hereby promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT D-2-2

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

INTRAWEST OPERATIONS GROUP, LLC

By:

Name:

Title:

EXHIBIT D-2-3

EXHIBIT D-2 TO
CREDIT AGREEMENT

REVOLVING LOAN NOTE

$[³][___,___,___]

[⁴][mm/dd/yy] New York, New York

FOR VALUE RECEIVED, Intrawest Operations Group, LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the lesser of (a) [___________] DOLLARS ($[___,___,___]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Revolving Loans under the Credit Agreement referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

This Note is one of the “Revolving Loan Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment and Acceptance effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, the Administrative Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

³     Lender’s Revolving Commitment

⁴     Closing Date (or, if written notice of Lender’s request for Note is delivered after the Closing Date, a date that is promptly after the Borrower’s receipt of such notice)

EXHIBIT D-2-4

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower hereby promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT D-2-5

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

INTRAWEST OPERATIONS GROUP, LLC

By:

Name:

Title:

EXHIBIT D-2-6

TRANSACTIONS ON
REVOLVING LOAN NOTE

Date Amount of Loan
Made This Date Amount of
Principal Paid
This Date Outstanding Principal
Balance This Date Notation
Made By

EXHIBIT D-2-7

EXHIBIT D-3 TO
CREDIT AGREEMENT

SWING LINE NOTE

$[¹][___,___,___]

[²][mm/dd/yy] New York, New York

FOR VALUE RECEIVED, Intrawest Operations Group, LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay GOLDMAN SACHS LENDING PARTNERS LLC, as Swing Line Lender (“Payee”), the lesser of (a) [__________] DOLLARS ($[___,___,___]) and (b) the unpaid principal amount of all advances made by Payee to Borrower as Swing Line Loans under the Credit Agreement referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

This Note is the “Swing Line Note” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement.

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

¹     Swing Line Sublimit

²     Closing Date (or, if written notice of Lender’s request for Note is delivered after the Closing Date, a date that is promptly after the Borrower’s receipt of such notice)

EXHIBIT D-3-1

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of Borrower, which are absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

Borrower hereby promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT D-3-2

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

INTRAWEST OPERATIONS GROUP, LLC

By:

Name:

Title:

EXHIBIT D-3-3

TRANSACTIONS ON
SWING LINE NOTE

Date Amount of Loan Made
This Date Amount of Principal
Paid This Date Outstanding Principal
Balance This Date Notation
Made By

EXHIBIT D-3-4

EXHIBIT E-1 TO
CREDIT AGREEMENT

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(FOR NON-U.S. LENDERS THAT ARE NOT PARTNERSHIPS
FOR U.S. FEDERAL INCOME TAX PURPOSES)

1. Reference is made to that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

2. Pursuant to the provisions of Section 2.21(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

3. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT E-1-1

[LENDER]
By:
	Name:
	Title:
Address:

Dated: __________________, 20__

EXHIBIT E-1-2

EXHIBIT E-2 TO
CREDIT AGREEMENT

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(FOR NON-U.S. LENDERS THAT ARE PARTNERSHIPS
FOR U.S. FEDERAL INCOME TAX PURPOSES)

1. Reference is made to that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

2. Pursuant to the provisions of Section 2.21(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its partners’/members’ conduct of a U.S. trade or business.

3. The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exception. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

EXHIBIT E-2-1

[LENDER]
By:
	Name:
	Title:
Address:

Dated: __________________, 20__

EXHIBIT E-2-2

EXHIBIT E-3 TO
CREDIT AGREEMENT

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(FOR NON-U.S. PARTICIPANTS THAT ARE NOT PARTNERSHIPS
FOR U.S. FEDERAL INCOME TAX PURPOSES)

1. Reference is made to that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

2. Pursuant to the provisions of Section 2.21(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

3. The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT E-3-1

[PARTICIPANT]
By:
	Name:
	Title:
Address:

Dated:  , 20__

EXHIBIT E-3-2

EXHIBIT E-4 TO
CREDIT AGREEMENT

FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE

(FOR NON-U.S. LENDERS THAT ARE PARTNERSHIPS
FOR U.S. FEDERAL INCOME TAX PURPOSES)

1. Reference is made to that certain Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

2. Pursuant to the provisions of Section 2.21(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its partners’/members’ conduct of a U.S. trade or business.

3. The undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exception. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT E-4-1

[PARTICIPANT]
By:
	Name:
	Title:
Address:

Dated:  , 20__

EXHIBIT E-4-2

EXHIBIT F TO
CREDIT AGREEMENT

SOLVENCY CERTIFICATE

December [   ], 2013

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I, _____________________, am the ___________________ of Intrawest Operations Group Holdings, LLC, a Delaware limited liability company (“Holdings”). I am making the certifications below solely in my capacity as _________________ and not in any individual capacity.

2. Reference is made to that certain Credit Agreement, dated as of December [ ], 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

3. I have reviewed the terms of Section 3.20 of the Credit Agreement and the definitions and provisions contained in the Credit Agreement relating thereto, and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

4. Based upon my review and examination described in paragraph 3 above, I certify, on behalf of Holdings, that as of the date hereof, after giving effect to the Transactions, the Intrawest Group Members, on a consolidated basis, are Solvent.

The foregoing certifications are made and delivered as of December [   ], 2013.

EXHIBIT F-1

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the date first mentioned above.

INTRAWEST OPERATIONS GROUP HOLDINGS, LLC
By:
	Name:
	Title:

EXHIBIT F-2

EXHIBIT G-1 TO
CREDIT AGREEMENT

FUNDING NOTICE

Reference is made to the Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

Pursuant to Section 2.1(b), 2.2(b) or 2.3(b), as applicable, of the Credit Agreement, the Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”):

Term Loans

o	Base Rate Loans:	$[___,___,___]
o	Eurodollar Rate Loans, with an initial Interest Period of ________ month(s):	$[___,___,___]

Revolving Loans

o	Base Rate Loans:	$[___,___,___]
o	Eurodollar Rate Loans, with an initial Interest Period of ________ month(s):	$[___,___,___]
Swing Line Loans:		$[___,___,___]

Borrower hereby certifies that:

(i) after making any Revolving Loans requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(ii) as of the Credit Date, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

EXHIBIT G-1-1

(iii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

The account of Borrower to which the proceeds of the Loans requested on the Credit Date are to be made available by Administrative Agent to such Borrower is as follows:

Bank Name:

Bank Address:

ABA Number:

Account Number:

Attention:

Reference:

EXHIBIT G-1-2

Date:  [mm/dd/yy]	INTRAWEST OPERATIONS GROUP, LLC, as
			Borrower
		By:
		Name:
		Title:

EXHIBIT G-1-3

EXHIBIT G-2 TO
CREDIT AGREEMENT

CONVERSION/CONTINUATION NOTICE

Reference is made to the Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

Pursuant to Section 2.10 of the Credit Agreement, Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]:

1. Term Loans:

$[___,___,___]	Eurodollar Rate Loans to be continued with Interest Period of [____] month(s)
$[___,___,___]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of [____] month(s)
$[___,___,___]	Eurodollar Rate Loans to be converted to Base Rate Loans

2. Revolving Loans:

$[___,___,___]	Eurodollar Rate Loans to be continued with Interest Period of [____] month(s)
$[___,___,___]	Base Rate Loans to be converted to Eurodollar Rate Loans with Interest Period of ____ month(s)
$[___,___,___]	Eurodollar Rate Loans to be converted to Base Rate Loans

EXHIBIT G-2-1

Date:  [mm/dd/yy]	INTRAWEST OPERATIONS GROUP, LLC, as
			Borrower
		By:
		Name:
		Title:

EXHIBIT G-2-2

EXHIBIT G-3 TO
CREDIT AGREEMENT

ISSUANCE NOTICE

Reference is made to the Credit Agreement, dated as of December 9, 2013 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Intrawest Operations Group Holdings, LLC, a Delaware limited liability company, as Holdings, Intrawest Operations Group, LLC, a Delaware limited liability company, as the Borrower, the several banks and other financial institutions or entities from time to time parties thereto, as the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent and as Swing Line Lender, and GOLDMAN SACHS BANK USA, as Issuing Bank.

Pursuant to Section [2.4] [2.5] of the Credit Agreement, Borrower, desires a [Revolving Facility] [LC Facility], Letter of Credit to be issued for the account of the Borrower in accordance with the terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Credit Date”) in an aggregate stated amount of [Cdn.] $[___,___,___].¹

For such Letter of Credit:

(a) The name and address of the beneficiary is as follows:

(b) The initial expiration date shall be _______________, ____; provided that such Letter of Credit shall not be extended beyond _______________, ____, which will be considered the final expiration date; any reference to a final expiration date does not imply that Goldman Sachs Bank USA is obligated to extend such Letter of Credit beyond the initial expiration date or any intended date thereof.

(c) Attached hereto is either (i) the verbatim text of such proposed Letter of Credit, provided that such proposed text shall be subject to the approval of the Issuing Bank, or (ii) a description of the proposed terms and conditions of such Letter of Credit, including a proposed exhibit to such Letter of Credit, which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Bank to make payment under such Letter of Credit.

(d) Attached hereto is the Issuing Bank’s standard letter of credit application.

¹ The stated amount of each Revolving Facility Letter of Credit or LC Facility Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank.

EXHIBIT G-3-1

Borrower hereby certifies that:

(i) [after issuing such Revolving Facility Letter of Credit requested on the Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;]²

    [after issuing such LC Facility Letter of Credit requested on the Credit Date, the Letter of Credit Usage shall not exceed the LC Facility Commitments then in effect;]³

(ii) as of the Credit Date, the representations and warranties contained in each of the Loan Documents are true and correct in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(iii) as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute an Event of Default or a Default.

² To be inserted in connection with an Issuance Notice for a Revolving Facility Letter of Credit.

³ To be inserted in connection with an Issuance Notice for an LC Facility Letter of Credit.

EXHIBIT G-3-2

Date:  [mm/dd/yy]	INTRAWEST OPERATIONS GROUP, LLC, as
			Borrower
		By:
		Name:
		Title:

EXHIBIT G-3-3

EX-10.23

WPRA First Amendment to Lease and Operating Agreement
By and Between
Winter Park Recreational Association
And
Intrawest/Winter Park Operations Corporation

June 2004

This WPRA First Amendment to Lease and Operating Agreement (“First Amendment to Lease”) is entered into by and between Winter Park Recreational Association (“WPRA”) and Intrawest/Winter Park Operations Corporation (together with the other entities directly or indirectly under common control or ownership with it, “Intrawest”) as of June ___, 2004, and amends that certain Lease and Operating Agreement between the parties recorded December 23, 2002 in the office of the Clerk and Recorder of Grand County, Colorado as Reception No. 2002-014286 (the “Lease”).

Recitals

A.        Intrawest has the right under contract to purchase from an unrelated party approximately 27,000 square feet of commercial space and a residential condominium unit within Zephyr Mountain Lodge located within the Winter Park Resort (the “Zephyr Property”).

B.        The Zephyr Property is strategically located in a high traffic area at the base of the Winter Park Resort. WPRA and Intrawest believe that it is in the best interest of the Winter Park Resort for the Zephyr Property to be under a certain degree of control by WPRA and Intrawest. If Intrawest purchases the Zephyr Property, it can give the desirable control to WPRA and itself by placing certain restrictive covenants on the title that will continue to be effective when the Zephyr Property is conveyed to a third party.

C.        Included within the Zephyr Property is a retail/rental store (the “Rental Shop”) containing approximately 5,300 square feet (which is being expanded to include an additional 2,757 square feet) that leases mountain sports recreational equipment, an activity that is defined in the Lease as “Resort Operations.”

D.        Intrawest is ready, willing and able to purchase the Zephyr Property at no cost or expense to WPRA by advancing its own funds for such purpose and reimbursing itself through a subsequent sale to a third party. Intrawest intends for the Winter Park Resort to lease back the Rental Shop from the buyer for the term of the Lease.

E.        Such purchase and reimbursement plan requires an amendment to the Lease to allow Intrawest to keep title to the Rental Shop until such time (but in no event later than June 30, 2009) as Intrawest is able to sell the Rental Shop and the rest of the Zephyr Property to a third party, because the Lease currently requires Intrawest to deed title to WPRA to any property Intrawest acquires within the Winter Park Resort that contains Resort Operations.

F.          Intrawest is under no obligation to WPRA to purchase the Zephyr Property or to attempt to place controls or restrictions on the Rental Shop for the benefit of WPRA and the Winter Park Resort.

G.         WPRA wishes to improve the business prospects and value of the Winter Park Resort by inducing Intrawest to complete the purchase of the Zephyr Property.

H.         WPRA has determined that this First Amendment to Lease has no adverse financial effect on the interests of the City and County of Denver (the “City”) for whom WPRA is an agent under the terms of that certain Supplemental Agreement No. VII between them dated October 4, 2002 and approved by City and County of Denver Ordinance No. 798, Series of 2002, because:

(1)	WPRA does not own the Rental Shop, have any contractual right to purchase it from any third party, or have any funds with which to make such a purchase. Intrawest is under no obligation to WPRA to purchase the Zephyr Property. Therefore, if WPRA waives its right to require Intrawest to deed the Rental Shop to it, WPRA and the City are in no worse position than they are currently with respect to the question of ownership.
(2)	The Rental Shop is currently leased by its owner to Intrawest and as a result the revenue from the Rental Shop now inures to the benefit of WPRA and the City by the terms of the Lease. However, the owner might in the future refuse to renew the lease with Intrawest. Therefore, if Intrawest purchases the Rental Shop, sells it to a third party and leases it back for the Winter Park Resort for the term of the Lease, the revenue benefit from ski rentals is assured to WPRA and the City at least through June 30, 2052.
(3)	The owner of the Zephyr Property currently has the right to lease its commercial space to anyone it wishes, including competitors of the Winter Park Resort for Resort Operations activities. If Intrawest purchases the Zephyr Property, it will limit such competition with restrictive covenants, thereby protecting the competitive position of the Winter Park Resort.
(4)	As set forth in the agreements below, if Intrawest purchases the Rental Shop and does not sell it to a third party within approximately 5 years, Intrawest will deed title to the Rental Shop to WPRA in the same manner as contemplated by the Lease. WPRA has no independent opportunity to obtain title to the Rental Shop. Therefore, WPRA will improve its position with respect to a key location at the base of the Winter Park Resort by obtaining fee title to the Rental Shop if, by June 30, 2009, it does not receive a leasehold interest in such property that continues through at least June 30, 2052.

Now, therefore, in consideration of and reliance on the mutual promises set forth below, WPRA and Intrawest amend the Lease as follows, effective immediately:

1.          Defined Terms. All terms defined in the Lease shall have the same meaning when used in this First Amendment to Lease. If a term is not defined in the Lease but is defined in that certain Option Agreement between Intrawest/Winter Park Development Corporation and WPRA recorded December 23, 2002 in the office of the Clerk and Recorder of Grand County, Colorado as Reception No. 2002-014290 (the “Option Agreement”), it shall have the same meaning when used in this First Amendment to Lease.

2.          Additional Leased Assets. Section 2.5 of the Lease is amended as follows:

Notwithstanding anything to the contrary in Section 2.5 of the Lease, for the period from June 15, 2004 through June 30, 2009 (or, if earlier, immediately prior to termination of the Lease), the term “Additional Leased Assets” when used in Section 2.5 shall not include the property described on Exhibit A attached to the First Amendment to Lease dated as of June 15, 2004 (the “Zephyr Property”). To the extent that Intrawest owns any of the Zephyr Property on or after June 30, 2009 (or, if earlier, immediately prior to termination of the Lease), it shall be Additional Leased Assets for purposes of Section 2.5 to the extent such property would constitute property used in Resort Operations.

3.          Gross Revenue. So long as Intrawest owns or leases the Rental Shop or any other Zephyr Property on which Resort Operations are conducted, the gross receipts therefrom shall continue to be included in Gross Revenue under the Lease.

4.          Continuation of Rental Shop. Intrawest shall continue during the Term of the Lease to operate a retail/rental store that contains approximately 5,300 square feet and that leases mountain sports recreational equipment, in the commercial space portion of the Zephyr Property, subject to the provisions of the Lease concerning the relocation of Resort Operations.

5.          Conditions Required for Sale.

(a) No later than one business day before Intrawest conveys title to a third party to any part of the Zephyr Property, it shall record the Relevant Covenants and the Declaration of Transfer and Rental Fee as described in the Option Agreement as covenants running with the land against the Zephyr Property. The Relevant Covenants shall include, without limitation, provisions that exclude the offering of recreational rentals and other products or services offered in the Resort Operations Area and the Village Core Area by the operators from time to time of the Winter Park Resort.

(b) Intrawest may not convey the Rental Shop or any part of the Zephyr Property that contains Resort Operations without obtaining a simultaneous lease thereof to WPRA for a term that expires no earlier than the later to occur of June 30, 2052 or the expiration of the term of the Lease as the same may he extended. Any such property leased by the third party to WPRA shall be subleased to Intrawest under the terms of the Lease.

6.          Source of Funds. Intrawest shall not use Agreed-Upon Indebtedness to finance the purchase of the Zephyr Property.

7.          Capital Expenditures. Unless and until fee title to the Rental Shop is conveyed to WPRA, Intrawest shall not claim any part of the purchase price paid by it for the Zephyr Property as a qualifying Capital Expenditure under Section 5.3 of the Lease. If fee title to the Rental Shop is conveyed to WPRA, Intrawest may claim as a qualifying Capital Expenditure under Section 5.3 of the Lease (but not as a Current Capital Maintenance Item), $161.17 (which is the allocated price per square foot of commercial space being paid by Intrawest for purchase of the Zephyr Property) multiplied by the number of square feet of the Rental Shop being conveyed to WPRA.

8.          Filing with the City. WPRA shall cause this First Amendment to Lease to be filed together with the Lease in the Office of the City Clerk of the City .

In Witness Whereof, this First Amendment to Lease is executed as of the date first written above.

WINTER PARK RECREATIONAL ASSOCIATION, A Colorado non-profit corporation
By	/s/ [Illegible]
	President

INTRAWEST/WINTER PARK OPERATIONS CORPORATION, A Delaware corporation
By	/s/  David Barry
	David Barry
	Vice-President
STATE OF COLORADO		)
		) ss
COUNTY OF SUMMIT		)

          The foregoing instrument was acknowledged before me this 2 day of July, 2004 by David Barry, as the Vice President of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          WITNESS my hand and official seal.

          My commission expires: May 5, 2006

/s/ Suzanne S. Randolph

Notary Public

STATE OF COLORADO	)
	) ss
COUNTY OF DENVER	)

          The foregoing instrument was acknowledged before me this ___ day of June, 2004 by Rick Pederson, the President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          WITNESS my hand and official seal.

Notary Public

My commission expires:

          The foregoing instrument was acknowledged before me this___day of July, 2004 by Gary L. Raymond, the President of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          WITNESS my hand and official seal.

          My commission expires: ___________________________

Notary Public

STATE OF COLORADO	)
	) ss
COUNTY OF DENVER	)

          The foregoing instrument was acknowledged before me this 2nd day of July, 2004 by Rick Pederson, the President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          WITNESS my hand and official seal.

/s/ Pamela D. Ryan

Notary Public

My commission expires: August 5, 2007

EX-10.24

When recorded return to:
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, CO 80302
Attention: Beat U. Steiner

SECOND AMENDMENT TO LEASE AND OPERATING AGREEMENT

          THIS SECOND AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Second Amendment”) is dated as of May 4, 2009 by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Intrawest”), and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“WPRA”).

          A.          WHEREAS, WPRA and Intrawest entered into that certain Lease and Operating Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the real estate records maintained by the of the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”), at Reception No. 2002-14286, as amended by that certain Lease Exhibit Modification Agreement dated as of December 20, 2002, and recorded in the Records on December 23, 2002, at Reception No. 2002-014287, as further amended by that certain Amended and Restated Effective Date Certificate effective as of December 23, 2002, recorded in the Records on April 25, 2003, at Reception No. 2003-005109, as further amended by that certain Amended and Restated Lease Exhibits Modification Agreement with an effective date of December 23, 2002, recorded in the Records on April 25, 2003, at Reception No. 2003-005110, as further amended by that certain First Amendment to Lease and Operating Agreement dated as of July 2, 2004, recorded in the Records on July 9, 2004, at Reception No. 2004-008216 (the “First Amendment” and, collectively with the other documents referred to in this Recital, the “Lease Agreement”).

          B.          WHEREAS, WPRA and Intrawest Development Corp. entered into that certain Option Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the Records at Reception No. 2002-041290, as amended by that certain Amendment No. 1 to Option Agreement also dated as of December 23, 2002, recorded in the Grand County Records on December 23, 2002, at Reception No. 2002-014291, and that certain Amendment No. 2 to Option Agreement also dated as of December 23, 2002, recorded in the Grand County Records on April 25, 2003, at Reception No. 2003-005112 (the “Original Option Agreement”).

          C.          WHEREAS, Intrawest Corporation, a corporation continued pursuant to the Canada Business Corporation Act (the “Original Intrawest Corporation”), executed a Guaranty Agreement dated December 23, 2002, in favor of WPRA to guaranty certain obligations, including the obligations of Intrawest Holdings under the Additional Consideration Agreement (the “Original Guaranty”).

A-1

          D.          WHEREAS, in October 2006, certain private equity funds (collectively, the “Fortress Funds”) managed and/or controlled by Fortress Investment Group, LLC, a Delaware limited liability company, formed an acquisition entity for the purpose of acquiring all of the stock of Intrawest Corporation. The acquisition was consummated on October 26, 2006, and Intrawest Corporation amalgamated with the acquiring entity to form Intrawest ULC, an Alberta unlimited liability company (“Intrawest ULC”), on October 27, 2006. Following the acquisition, Intrawest ULC restructured the ownership of its assets, as the result of which Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest US Holdings”), became a wholly-owned subsidiary of Intrawest S.àr.l., a société à responsabilité limiteé, incorporated under the laws of Luxembourg (“Intrawest S.àr.l.”), directly wholly-owned by INTRAWEST HOLDINGS S.àr.l., a société à responsabilité limiteé, incorporated under the laws of Luxembourg, having its registered office at 16, avenue Pasteur, L-2310 Luxembourg, registered with the registry of trade and companies of Luxembourg under number R.C.S. B 120 197 and having a corporate capital of USD 2,505,500 (“Intrawest Holdings S.àr.l.”). Intrawest Holdings S.àr.l. also indirectly owns Intrawest ULC. As a result of a further reorganization that occurred in March 2007, Intrawest Holdings S.àr.l. is owned by Intrawest Cayman Limited Partnership, a partnership managed and/or controlled by the Fortress Funds. Subsequently, corporate restructurings completed on December 31, 2007 resulted in Intrawest US being owned fifty-nine percent (59%) by Intrawest S.àr.l. and forty-one percent (41%) by Intrawest Holdings S.àr.l. Intrawest Operations and Intrawest Development remain wholly-owned subsidiaries of Intrawest Holdings (as defined in the Lease Agreement), which is a wholly-owned subsidiary of Intrawest US Holdings. The corporate transactions described in this Recital are collectively referred to as the “Fortress Transaction.”;

          E.          WHEREAS, following the Fortress Transaction, Intrawest Holdings S.ar.l., and Intrawest US Holdings executed a Guaranty Agreement dated June 6, 2007, to replace the Original Guaranty (the “New Guaranty”), which, in reliance on the description of the Fortress Transaction and the organizational structure of the companies and their assets and other matters as contained in the information provided by Intrawest to WPRA, WPRA accepted.

          F.          WHEREAS, as a result of the Fortress Transaction, Intrawest Holdings and WPRA entered into an Amendment to Additional Consideration Agreement in the form set forth in Exhibit B attached hereto and made a part hereof (the “Additional Consideration Agreement Amendment”).

          G.          WHEREAS, on September 24, 2007, WPRA recorded the Winter Park Village Core Final Plat for Lot 4, the Village at Winter Park Resort Minor Subdivision.

          H.          WHEREAS, Intrawest Development Corp. exercised its option under the Original Option Agreement to purchase Lots B, C, D, E, F, G and N of Lot 4 (the “Village Core Parcels”), the Village at Winter Park Resort Minor Subdivision and assigned its option to purchase the Village Core Parcels to IW/WP Village Core Development Company, a Delaware limited liability company (“IW/WP Village Core”), and WPRA conveyed the Village Core Parcels to IW/WP Village Core pursuant to that certain Statutory Special Warranty Deed recorded in the Records on September 24, 2007 at Reception No. 2007010742.

          I.          WHEREAS, in order to correct the alignment of the lot lines of certain of the Village Core Parcels, and Lot 1 of Lot 4, the Village at Winter Park Resort Minor Subdivision, which is owned by WPRA (the “Lot Line Adjustment”), IW/WP Village Core deeded certain parcels of real property purchased by IW/WP Village Core as part of the Village Core Parcels, which are described on Exhibit A, attached hereto (the “Lot Line Adjustment Property”), back to WPRA pursuant to that certain Statutory Special Warranty Deed dated May 4, 2009 and recorded in the Records on May 6, 2009 and WPRA deeded certain parcels of real property to IW/WP Village Core.

          J.          WHEREAS, WPRA and Intrawest Development Corp. amended and restated the Original Option Agreement pursuant to that Amended and Restated Option Agreement dated January 15, 2008, and recorded on January 15, 2008, in the Records at Reception No. 2008000441.

          K.         WHEREAS, Intrawest has purchased the Zephyr Property as that term is defined in the First Amendment.

          L.          WHEREAS, Intrawest continues to operate the Rental Shop (as that term is defined in the First Amendment) in the Zephyr Property.

          M.         WHEREAS, pursuant to the terms of the First Amendment, WPRA agreed to allow intrawest to keep title to the Rental Shop until June 30, 2009.

          N.         WHEREAS, Intrawest has requested an extension of the time during which Intrawest may sell the Rental Shop to a third party, and WPRA has agreed to grant to Intrawest an extension of time to keep the Rental Shop and endeavor to sell it to a third party as set forth below.

          O.         WHEREAS, WPRA has determined that this Second Amendment to Lease has no adverse financial effect on the interests of the City and County of Denver (the “City”) for whom WPRA is an agent under the terms of that certain Supplemental Agreement No. VII between them dated October 4, 2002 as amended from time to time, and approved by City and County of Denver Ordinance No. 798, Series of 2002, for the reasons set forth in the First Amendment.

          P.          WHEREAS, WPRA and Intrawest wish to amend the Lease Agreement to reflect: (i) the replacement of the Original Guaranty with the New Guaranty; (ii) the Lot Line Adjustment; (iii) the Amended and Restated Option Agreement; and (iv) an extension of the time in which Intrawest must sell the Rental Shop.

          NOW, THEREFORE, in consideration of the covenants contained in the Lease Agreement, the mutual agreement of WPRA and Intrawest and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WPRA and Intrawest agree as follows:

           1.      Definitions. The definitions in the Lease Agreement shall be changed for all purposes as follows:

                    a.          The definition of Additional Consideration Agreement in Article I of the Lease Agreement shall be amended to refer to such agreement as amended by the Additional Consideration Agreement Amendment.

                    b.          The definition of Intrawest Corporation in Article I of the Lease Agreement shall be amended and restated in its entirety as follows:

         “Intrawest Corporation” shall mean Intrawest Holdings S.àr.I., a société à responsabilité limitée, incorporated under the laws of Luxembourg, which is the ultimate parent entity of Intrawest US Holdings and Intrawest Holdings.

                    c.          The following definition shall be added to Article I of the Lease Agreement:

         “Intrawest US Holdings” shall mean Intrawest U.S. Holdings, Inc., a Delaware corporation, which is the parent corporation of Intrawest Holdings.

                    d.          The definition of the term “Option Agreement” in Article I of the Lease Agreement shall be amended and restated in its entirety as follows:

         “Option Agreement” shall mean that certain Amended and Restated Option Agreement by and between Landlord and Intrawest Development Corp. dated January 15, 2008 and recorded in the real property records of the Office of the Clerk and Recorder of Grand County, Colorado at Reception No. 2008000441, whereby Landlord and Intrawest Development Corp. have agreed that Intrawest Development Corp. shall have the option to purchase certain parcels of the Real Property upon the terms and conditions contained therein, as the same has been and hereafter may be amended from time to time.

                    e.          The definition of the term “Parent Guaranty” in Article I of the Lease Agreement shall be amended and restated in its entirety as follows:

         “Parent Guaranty” shall mean that certain Guaranty Agreement dated June 6, 2007, between Intrawest Holdings S.ar.l, Intrawest US Holdings and WPRA, pursuant to which Intrawest Holdings S.ar.l. and Intrawest US Holdings have guaranteed certain of the obligations of Tenant under this Agreement, of Intrawest Holdings under the Additional Consideration Agreement, and Intrawest Development Corp. under the Option Agreement.

           2.      Guaranty. Section 5.7 of the Lease Agreement is hereby amended to add the words “and Intrawest US Holdings” after the words “Intrawest Corporation” in the title and body of such section.

           3.         Affiliate Lenders. Section 10.7(b) of the Lease Agreement is hereby amended to add the words “Intrawest US Holdings,” after the words “Intrawest Holdings” in clauses (i) and (iii) of such section.

           4.         Legal Opinions. Section 12.l(b)(ii) of the Lease Agreement is hereby amended in its entirety to read as follows:

            “(ii) (A) United States legal counsel to Intrawest US Holdings has delivered its opinion in form and substance satisfactory to Landlord, addressed to the Landlord and the City, stating that the Parent Guaranty is the valid, binding and enforceable obligation of Intrawest US Holdings, enforceable in accordance with its terms, subject only to standard defenses of a nature as would apply under Colorado law; and (B) Luxembourg legal counsel to Intrawest Corporation shall have delivered, on or before May 18, 2009, its opinion in form and substance satisfactory to Landlord, addressed to the Landlord and the City, stating that the Parent Guaranty is the valid, binding and enforceable obligation of Intrawest Corporation, enforceable in accordance with its terms, subject only to standard defenses of a nature as would apply under Colorado law.”

           5.         Evidence of Corporate Authorization. The first sentence of Section 12.1(e)(iii) of the Lease Agreement is amended to read as follows:

            “Landlord shall have received a copy of resolutions duly adopted by the boards of directors of Intrawest Corporation and Intrawest US Holdings authorizing the execution and delivery of the Parent Guaranty, duly certified, as of the date of the Parent Guaranty, by the secretary or assistant secretary of Intrawest Corporation and Intrawest US Holdings, as applicable.”

           6.         Notices. The notice addresses set forth in Section 18.11 of the Lease Agreement are hereby replaced with the following:

To Tenant:	Intrawest/Winter Park Operations Corporation
	P.O. Box 36
	85 Parsenn Road
	Winter Park, Colorado 80482
	Attention: Gary DeFrange
	Facsimile No: ______________
	Confirmation No.: 303 377 7113
And to:	Intrawest/Winter Park Operations
	c/o Suite 800, Burrard Street
	Vancouver, British Columbia V6C 3L6
	Attention: Chief Legal Officer
	And Corporate Treasurer
	Facsimile No.: (604) 669-0605
	Confirmation No.: (604) 669-9777

And to:	c/o 46th Floor
	1345 Avenue of the Americas
	New York, NY 10105
	Attention: General Counsel
	Facsimile No: ____________________
	Confirmation No.: ________________
And to:	Jacobs Chase Frick Kleinkopf & Kelley, LLC
	1050 Seventeenth Street, Suite 1500
	Denver, Colorado 80265
	Attention: Robert P. Detrick
	Facsimile No.: (303) 685-4869
	Confirmation No.: (303) 685-4800
To WPRA:	Winter Park Recreational Association
	c/o Triton Investment Company
	1490 Lafayette Street, Suite 404
	Denver, Colorado 80218
	Attention: Don Bailey
	Facsimile No.: (303) 830-7851
	Confirmation No.: (303) 830-3500
With copies to:	Holland & Hart LLP
	One Boulder Plaza
	1800 Broadway, Suite 300
	Boulder, CO 80302
	Attention: Beat U. Steiner
	Facsimile No.: (303) 473-2720
	Confirmation No.: (303) 473-2736
And to:	Denver City Attorney’s Office
	City and County of Denver
	1437 Bannock Street, Room 353
	Denver, Colorado 80202-5375
	Attention:. Supervisor of Land Use and Revenue
	Facsimile No.: (720) 913-3180

            7.        Lot Line Adjustment Property. Landlord and Tenant hereby agree that the Lot Line Adjustment Property is subject to the Lease Agreement, and subject to the terms and conditions set forth in the Lease Agreement, from and after the date the same is conveyed from TW/WP Village Core to WPRA, Landlord hereby leases to Tenant the Lot Line Adjustment Property and Tenant hereby leases the same from Landlord.

           8.         Additional Leased Assets. The provisions of Section 2.5 of the Lease Agreement added by Section 2 of the First Amendment are amended as follows:

          Notwithstanding anything to the contrary in Section 2.5 of the Lease, upon payment by Intrawest to WPRA of Five Thousand Dollars ($5,000), for the period from June 15, 2009 through the earliest to occur of (i) the sale of the portion of the Zephyr Property occupied by the Rental Shop to a third party, (ii) June 30, 2010 (the “Expiration Date”), and (iii) immediately prior to termination of the Lease, the term “Additional Leased Assets” when used in Section 2.5 shall not include the portion of the Zephyr Property occupied by the Rental Shop. Provided there is then no Event of Default by Intrawest or event which with the passing of time of giving of notice or both would constitute an Event of Default by Intrawest, Intrawest shall have the right to extend the Expiration Date for two additional one year periods upon giving notice to WPRA of its intent to extend the Expiration Date not less than sixty (60) days prior to the Expiration Date together with a payment of Ten Thousand Dollars ($10,000) for the first extension, and Twenty Thousand Dollars ($20,000) for the second extension. In no event may the Expiration Date be extended beyond June 30, 2012. To the extent that Intrawest owns any of the Zephyr Property on or after the Expiration Date, it shall be Additional Leased Assets for purposes of Section 2.5 to the extent such property would constitute property used in Resort Operations.

          13.          Defined Terms. Any capitalized terms contained in this Second Amendment that are not defined herein shall have the meaning ascribed to them in the Lease Agreement.

          14.          No Further Changes. All other terms and conditions of the Lease Agreement (including, without limitation, the First Amendment) remain in full force and effect.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

          The parties have executed this Second Amendment to Lease and Operating Agreement to be effective the day and year first above written.

WINTER PARK RECREATIONAL ASSOCIATION,
a Colorado nonprofit corporation
By:	/s/ Don Bailey
	Don Bailey, President

STATE OF COLORADO	)
	) ss
CITY AND COUNTY OF DENVER	)

          The foregoing instrument was acknowledged before me this 21^st day of April, 2009 by Don Bailey, as President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          WITNESS my hand and official seal.

          My commission expires: October 23, 2011

/s/ Beat U. Steiner

Notary Public

INTRAWEST/WINTER PARK OPERATIONS
CORPORATION, a Delaware corporation
By:	/s/ Gary DeFrange
Name:		Gary DeFrange
Title:		Vice President

STATE OF COLORADO	)
	) ss
COUNTY OF GRAND	)

          The foregoing instrument was acknowledged before me this 24^th day of April 2009 by Gary DeFrange, as Vice President of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          WITNESS my hand and official seal. My Commission Expires
11/01/2012

My commission expires:	/s/ [illegible]
		Notary Public

Exhibit A
to
Second Amendment to Lease and Operating Agreement

Lot Line Adjustment Property

The real property located in the County of Grand and State of Colorado described as all those portions of Lot G, Exemption No. 1 Winter Park Village Core, Town of Winter Park, County of Grand, State of Colorado, according to the plat thereof recorded on or about the date of this Second Amendment to Lease and Operating Agreement that were not previously conveyed from WPRA to IW/WP Village Core pursuant to that certain Special Warranty Deed dated September 18, 2007, and recorded in the real property records of the Clerk and Recorder of Grand County, Colorado at Reception No. 2007010742.

Exhibit B
to
Second Amendment to Lease and Operating Agreement

AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENT

          THIS AMENDMENT TO ADDITIONAL CONSIDERATION AGREEMENT (this “Amendment”) is dated as of_________, 2009 by and between INTRAWEST/WINTER PARK HOLDINGS CORPORATION, a Delaware corporation (“Intrawest Holdings Corp.”), and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“WPRA”), for itself and as agent for the City and County of Denver, a Colorado municipal corporation.

          Q.          WHEREAS, WPRA and Intrawest Holdings Corp. entered into that certain Additional Consideration Agreement dated December 23, 2002, (the “Additional Consideration Agreement”).

          R.          WHEREAS, Intrawest Corporation, a corporation continued pursuant to the Canada Business Corporation Act (“Intrawest Corporation”), executed a Guaranty Agreement dated December 23, 2002, in favor of WPRA to guaranty certain obligations, including the obligations on Intrawest Holdings Corp. under the Additional Consideration Agreement (the “Original Guaranty”),

          S.          WHEREAS, in October 2006, certain private equity funds managed by Fortress Investment Group LLC, a Delaware limited liability company formed an acquisition entity for the purpose of acquiring all of the stock of Intrawest Corporation and through a restructuring of asset ownership, from October 2006 to March 2007, in conjunction with the acquisition (the “Fortress Transaction”), Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest US Holdings”), which wholly-owns Intrawest Holdings Corp., became a wholly-owned subsidiary of Intrawest S.àr.l., a société à responsbilité limitée, incorporated under the laws of Luxembourg and directly wholly-owned by Intrawest Holdings S.àr.l., a société à responsabilité limitée, incorporated under the laws of Luxembourg, (“Intrawest Holdings S.àr.l”)(59%) and Intrawest Holdings S.àr.l. (41%); and

          T.          WHEREAS, following the Fortress Transaction, Intrawest Holdings S.ar.l., and Intrawest US Holdings executed a Guaranty Agreement dated June 6, 2007, to replace the Original Guaranty (the “New Guaranty”).

          U.          WHEREAS, WPRA and Intrawest Holdings Corp. wish to amend the Additional Consideration Agreement to reflect the replacement of the Original Guaranty with the New Guaranty.

          NOW, THEREFORE, in consideration of the covenants contained in the Additional Consideration Agreement, the mutual agreement of WPRA and Intrawest Holdings Corp. and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WPRA and Intrawest Holdings Corp. agree as follows:

          15.          Recitals.

                         a.          The following sentence shall be added to the fourth recital of the Additional Consideration Agreement:

              “The guaranty agreement from Intrawest Corp. has been replaced by a Guaranty Agreement dated June 6, 2007, from Intrawest Holdings S.àr.l., a société à responsabilité limitée, incorporated under the laws of Luxembourg, and Intrawest U.S. Holdings, Inc., a Delaware corporation, to WPRA, which guarantees, among other obligations, the payment obligations of Intrawest Holdings Corp. under this Agreement.”

          16.          Notices. The notice addresses set forth in Section 12 of the Additional Consideration Agreement are hereby replaced with the following:

To Intrawest Holdings Corp.:	Intrawest Corporation
	c/o Suite 800, Burrard Street
	Vancouver, British Columbia V6C 3L6
	Attention: Chief Legal Officer And Corporate Treasurer
	Facsimile No.: (604) 669-0605
	Confirmation No.: (604) 669-9777
And to:	Jacobs Chase Frick Kleinkopf & Kelley, LLC
	1050 Seventeenth Street, Suite 1500
	Denver, Colorado 80265
	Attention: Robert P. Detrick
	Facsimile No.: (303) 685-4869
	Confirmation No.: (303) 685-4800
To WPRA:	Winter Park Recreational Association
	c/o Triton Investment Company
	1490 Lafayette Street, Suite 404
	Denver, Colorado 80218
	Attention: Don Bailey
	Facsimile No.: (303) 761-3377
	Confirmation No.: (303) 839-3500
With copies to:	Winter Park Recreational Association
	c/o Elizabeth Orr, Secretary
	1201 William Street, 13C
	Denver, Colorado 80218
	and

Denver City Attorney’s Office

1437 Bannock Street, Room 353

Denver, Colorado 80202-5375

Attention: Supervisor of Land Use and Revenue

Facsimile No.: (720) 913-3180

Confirmation No.: (720) 913-3280

and

Holland & Hart LLP

One Boulder Plaza

1800 Broadway, Suite 300

Boulder, CO 80302

Attention: Beat U. Steiner

Facsimile No.: (303) 473-2720

Confirmation No.: (303) 473-2736

          17.          Defined Terms. Any capitalized terms contained in this First Amendment that are not defined herein shall have the meaning ascribed to them in the Additional Consideration Agreement.

          18.          No Further Changes. All other terms and conditions of the Additional Consideration Agreement remain in full force and effect.

          The parties have executed this Amendment to Additional Consideration Agreement to be effective the day and year first above written.

WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation
By:
	Don Bailey, President

STATE OF COLORADO	)
	) ss
CITY AND COUNTY OF DENVER	)

          The foregoing instrument was acknowledged before me this _____ day of ___________, 2009 by Don Bailey, as President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          WITNESS my hand and official seal.

My commission expires: 

Notary Public

INTRAWEST/WINTER PARK HOLDINGS
CORPORATION, a Delaware corporation

By:

Name:

Title:

STATE OF ________________	)
	) ss
COUNTY OF ______________	)

          The foregoing instrument was acknowledged before me this ____ day of ____________, 2009 by ____________________, as _____________ of INTRAWEST/WINTER HOLDINGS CORPORATION, a Delaware corporation.

          WITNESS my hand and official seal.

My commission expires: 

Notary Public

EX-10.25

	RECEPTION#: 2009004072, 05/06/2009 at
	12:56:16 PM,
	1 OF 6, R $31.00, Additional Names Fee:
	Doc Code:AMD
When recorded return to:	Sara L. Rosene, Grand County Clerk,
Holland & Hart LLP	Colorado
1800 Broadway, Suite 300
Boulder, CO 80302
Attention: Beat U. Steiner

THIRD AMENDMENT TO LEASE AND OPERATING AGREEMENT

                       THIS THIRD AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Third Amendment”) is dated as of May 4, 2009 by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Intrawest”), and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“WPRA”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado.

          A.          WHEREAS, WPRA and Intrawest entered into that certain Lease and Operating Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, at Reception No. 2002-14286, as amended by that certain Lease Exhibit Modification Agreement dated as of December 20, 2002, and recorded on December 23, 2002, at Reception No. 2002-014287, as further amended by that certain Amended and Restated Effective Date Certificate effective as of December 23, 2002, recorded on April 25, 2003, at Reception No. 2003-005109, as further amended by that certain Amended and Restated Lease Exhibits Modification Agreement with an effective date of December 23, 2002, recorded on April 25, 2003, at Reception No. 2003-005110, as further amended by that certain First Amendment to Lease and Operating Agreement dated as of July 2, 2004, recorded on July 9, 2004, at Reception No. 2004-008216 as further amended by that certain Second Amendment to Lease and Operating Agreement recorded prior to this Third Amendment (the “Lease Agreement”);

          B.          WHEREAS, WPRA and Intrawest/Winter Park Development Corporation, a Delaware corporation (“Intrawest Development”), entered into that certain Option Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the Records at Reception No. 2002-041290, as amended by that certain Amendment No. 1 to Option Agreement also dated as of December 23, 2002, recorded in the Grand County Records on December 23, 2002, at Reception No. 2002-014291, and that certain Amendment No. 2 to Option Agreement also dated as of December 23, 2002, recorded in the Grand County Records on April 25, 2003, at Reception No. 2003-005112 (the “Original Option Agreement”);

          C.          WHEREAS, Intrawest Development exercised its option under the Original Option Agreement to purchase Lots B, C, D, E, F, G and N, Winter Park Village Core (the “Village Core Parcels”), according to the Final Plat recorded by WPRA on September 24, 2007 at Reception No. 2007010733 (the “Original Plat”), and assigned its option to purchase the Village Core Parcels to IW/WP Village Core Development Company, a Delaware limited liability company (“IW/WP Village Core”), and WPRA conveyed the Village Core Parcels to IW/WP Village Core pursuant to that certain Statutory Special Warranty Deed recorded in the Records on September 24, 2007 at Reception No. 2007010742.

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          D.          WHEREAS, various lots created by the Original Plat were reconfigured by Exemption No. 1, Winter Park Village Core (the “Exemption 1 Plat”) recorded by WPRA prior to this Third Amendment..

          E.          WHEREAS, Lot H (“Original Lot H”), Winter Park Village Core, according to the Original Plat, as amended by the Exemption #1 Plat, is owned by WPRA.

          F.          WHEREAS, in order to correct the alignment of Original Lot H and certain of the Village Core Parcels that are adjacent to Original Lot H, the Exemption No. 2, Winter Park Village Core (the “Exemption 2 Plat”) was recorded prior to this Third Amendment (the “Lot Line Adjustment”). In connection therewith, IW/WP Village Core deeded the portions of the Village Core Parcels more particularly described on Exhibit A, attached hereto (the “Lot Line Adjustment Property”), back to WPRA pursuant to that certain Statutory Special Warranty Deed recorded prior to this Third Amendment;

          G.          WHEREAS, WPRA and Intrawest wish to amend the Lease Agreement to reflect the modifications made by the Lot Line Adjustment; and

          H.          WHEREAS, WPRA and Intrawest also wish to amend certain provisions regarding insurance coverage in the Lease Agreement.

NOW, THEREFORE, in consideration of the covenants contained in the Lease Agreement, the mutual agreement of WPRA and Intrawest and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WPRA and Intrawest agree as follows:

          1.          Lot Line Adjustment Property. Landlord and Tenant hereby agree that the Lot Line Adjustment Property is subject to the Lease Agreement, and subject to the terms and conditions set forth in the Lease Agreement, from and after the date the same is conveyed from IW/WP Village Core to WPRA, Landlord hereby leases to Tenant the Lot Line Adjustment Property and Tenant hereby leases the same from Landlord.

          2.Insurance Coverage.

                       a.          The seventh sentence of Section 9.1(a) of the Lease Agreement is amended to read, in its entirety, as follows: “Tenant shall be named insured, with Landlord and City named as loss payees, as their interests may appear on all applicable property insurance policies.”

                       b.          Section 9.1 (b) of the Lease Agreement is amended by the addition of the following sentence at the end thereof: “All such Commercial General Liability Insurance policies, including primary, excess and umbrella policies shall include a waiver of rights of subrogation against Tenant, Landlord and City.”

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                       c.          The last sentence of Section 9.2(g) is amended to read, in its entirety, as follows: “Tenant shall deliver to the City’s Director of Risk Management and Landlord renewal certificates for such insurance within five (5) business day of its inception date.”

          3.          Defined Terms. Any capitalized terms contained in this Third Amendment that are not defined herein shall have the meaning ascribed to them in the Lease Agreement.

          4.          No Further Changes. All other terms and conditions of the Lease Agreement remain in full force and effect.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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          The parties have executed this Third Amendment to Lease and Operating Agreement to be effective the day and year first above written.

WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation
By:	/s/ Don Bailey
	Don Bailey, President
INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation
By:	/s/ William J. Baum
Name:			William J. Baum
Title:		Assistant Secretary

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STATE OF COLORADO	)
	) ss
CITY AND COUNTY OF DENVER	)

          The foregoing instrument was acknowledged before me this 29^th day of April 2009 by Don Bailey, as President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          WITNESS my hand and official seal.

My commission expires:

	/s/ Kathleen Wannamaker
	Notary Public
STATE OF COLORADO	)
	) ss
COUNTY OF GRAND	)

          The foregoing instrument was acknowledged before me this 2^nd day of Aug 2009 by William J. Baum, as Assistant Secretary of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          WITNESS my hand and official seal.

          My commission expires: March 22, 2010

/s/ Beat U. Steiner

Notary Public

5

EXHIBIT A

(Attached to and forming a part of Third Amendment to Lease and Operating Agreement)

LEGAL DESCRIPTION OF THE LOT LINE ADJUSTMENT PROPERTY

All those portions of Lot H, Exemption No. 2, Winter Park Village Core, Town of Winter Park, County of Grand, State of Colorado, according to the plat thereof, recorded on or about the date of the Third Amendment to which this Exhibit A is attached, that were previously conveyed from Winter Park Recreational Association to IW/WP Village Core Development Company, LLC pursuant to that certain Special Warranty Deed dated September 28, 2007, and recorded in the real property records of the Clerk and Recorder of Grand County, Colorado at Reception No. 2007010742.

EX-10.26

When recorded return to:

Brownstein Hyatt Farber Schreck, LLP
410 17^th Street, Suite 2200
Denver, Colorado 80202
Attention: Catherine Gale, Esq.

FOURTH AMENDMENT TO LEASE AND OPERATING AGREEMENT

          THIS FOURTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Fourth Amendment”) is dated as of January 30^th, 2013 by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”), and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Landlord”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”).

          A.          WHEREAS, Landlord and Tenant entered into that certain Lease and Operating Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the Records at Reception No. 2002-44286, as amended by that certain Lease Exhibits Modification Agreement dated as of December 20, 2002, and recorded on December 23, 2002, in the Records at Reception No. 2002-014287, as further amended by that certain Amended and Restated Effective Date Certificate effective as of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005109, as further amended by that certain Amended and Restated Lease Exhibits Modification Agreement with an effective date of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005110, as further amended by that certain First Amendment to Lease and Operating Agreement dated as of July 2, 2004, recorded on July 9, 2004, in the Records at Reception No. 2004-008216, as further amended by that certain Second Amendment to Lease and Operating Agreement dated May 4, 2009, recorded May 6, 2009, in the Records at Reception No. 2009-004056, and as further amended by that certain Third Amendment to Lease and Operating Agreement dated May 4, 2009, recorded on May 6, 2009, in the Records at Reception No. 2009-004072 (as amended, the “Lease Agreement”);

          B.           WHEREAS, Landlord and Tenant wish to amend the Lease Agreement to clarify certain portions thereof.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

          1.            Authorized Resort Signer(s). Article 1 of the Lease Agreement is amended by adding the following definition:

“Authorized Resort Signer(s)” shall mean Tenant’s most senior business and financial employee(s) as required in the applicable sections of the Lease Agreement. Landlord shall have the right to review such person’s job responsibilities and approve such Authorized Resort Signers.

          2.            Leased Assets. The definition of “Leased Assets” in Article 1 of the Lease Agreement is deleted in its entirety and replaced by the following:

“Leased Assets” shall mean all of the Real Property, Improvements, Tangible Personal Property, Intangible Personal Property, Intellectual Property, and Water Rights now or hereafter owned, leased, or licensed by Landlord and used or useful in the operation of the Winter Park Resort, excluding only cash paid or owing by Tenant to Landlord, proceeds from condemnation or conveyance of title in lieu of condemnation (subject to Sections 14.2 and 14.5 of this Agreement) and the Mineral Rights.

          3.            Quarter. Article 1 of the Lease Agreement is amended by adding the following definition:

“Quarter” shall mean any period consisting of three consecutive successive months commencing on July 1, October 1, January 1 and April 1 of the applicable Fiscal Year. The first Quarter shall mean the period commencing on July 1 and the last Quarter shall mean the period commencing on April 1.

          4.            Leases and Subleases. Section 2.1 is amended by ending the last sentence of such section after the phrase “withhold).” and deleting “unless such action has obtained the prior consent or approval of the Board of Water Commissioners for the City.”

          5.            Assumption of Liabilities. The following sentence shall be added as the last sentence in Section 3.2: “For the purposes of this Section, the Board of Water Commissioners for the City shall not be considered a City agency.”

          6.            Capital Expenditures. The last sentence of Section 5.3(b) is deleted and replaced with the following sentence:

In any Fiscal Year, if Tenant spends an amount in excess of the Required Annual Capital Maintenance Amount, such excess shall be credited towards the expenditure of the Required Annual Capital Maintenance Amount for the following Fiscal Year(s) (up to a maximum of five (5) Fiscal Years on a first in, first out, basis).

          7.            Statement of Amount Due. Section 5.6 shall be deleted in its entirety and replaced by the following:

Concurrently, with the payment of each Revenue-Based Annual Payment required by Section 5.1(d), Tenant shall deliver to Landlord a schedule showing the calculation of the amounts due in accordance with the provisions of such section, and setting forth in reasonable detail, the financial statement information supporting such calculations. Such schedule shall include a description of the manner in which all allocated costs were allocated pursuant to Section 5.5, and

2

          9.             Annual Reports. Section 7.2 shall be deleted in its entirety and replaced by the following:

Annual Reports. Not later than ninety (90) days after the end of each Fiscal Year, Tenant shall deliver to Landlord and to the City annual report statements (in form and substance reasonably satisfactory to Landlord) that include:

(a)          Audited financial statements of the Tenant prepared by Tenant’s Accountants on a non-consolidated basis, consistent with the form and information required to be disclosed by GAAP.

(b)          Schedule of Gross Revenue and Cash Flow for Annual Payment for the immediately preceding Fiscal Year (or portion thereof) included in the Term, which schedule shall specify all Gross Revenue and component items (in summary form) of Cash Flow for Annual Payment (EBITA, Required Annual Capital Maintenance Amounts and Required Interest Payments). Such schedule shall be included as supplemental information in the audited financial statement of the Tenant and subject to the auditing procedures applied in the audit of the basis financial statements, and in the Tenant’s Accountants’ opinion, fairly stated in all material respects in relation to the basis financial statements taken as a whole. Additionally, Tenant’s Accountants will perform an agreed-upon procedures engagement on the schedule of Gross Revenue and Cash Flow for Annual Payment conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Such engagement shall be completed based upon procedures agreed to by the Tenant and the Landlord, and documented in the annual Accountants’ engagement letter, which shall set forth the understanding of the terms and objectives of the engagement.

(c)          A written statement signed by the most senior corporate financial officer that all fees and charges and all allocated costs comply with the categories, descriptions, and limitations specified in this Agreement.

          10.           Maintenance of Records. Section 7.3(d) shall be amended by the deletion of the words “Copper Mountain or”. In addition, a new paragraph (f) shall be added which states:

(f)          During the Term of this Agreement, all of the above records are the property of the Tenant and shall be maintained by the Tenant.

          11.          Coverage. Section 9.1(h) shall be deleted in its entirety and replaced by the following:

Such other insurance in amounts as Landlord in its reasonable judgment deem advisable for protection against claims, liabilities, damages, risks or perils and as at the time are customarily insured against with respect to improvements similar in character, size, general location, use and occupancy to the Improvements.

4

          12.           General Insurance Provisions. Section 9.2(f) shall be deleted in its entirety and replaced by the following:

Not less than sixty (60) days prior to the expiration or anniversary or such policies, Tenant shall deliver to Landlord confirmation that such policies are being renewed or replaced, in accordance with all of the provisions of Article IX. An endorsement shall be included with each policy providing that the carrier will not cancel for any reason other than the policyholder’s non-payment of premiums or materially change or alter the policy without first giving at least forty-five (45) days’ prior written notice to Tenant. Tenant agrees to give written notice of any cancellation or change in policy coverage to Landlord and the City’s Director of Risk Management promptly upon receipt of such notice from its insurance providers, but in no event later than five (5) business days after receipt by the first named insured in such policy of notice of cancellation or change in policy coverage. Tenant shall deliver to the City’s Director of Risk Management renewal certificates for such insurance within five (5) business days of its inception date.

          13.           Notices. The notice addresses set forth in Section 18.11 of the Lease Agreement are hereby replaced with the following:

To Tenant:

Intrawest/Winter Park Operations Corporation

P.O. Box 36

85 Parsenn Road

Winter Park, Colorado 80482

Attention: Gary DeFrange

Facsimile No.: (970) 726-1525

Confirmation No.: (970) 726-1510

With copies to:

Intrawest Winter Park Operations Corporation

P.O. Box 36

85 Parsenn Road

Winter Park, Colorado 80482

Attention: William Baum

Facsimile No.: (970) 726-1525

Confirmation No.: (970) 726-1523

To Landlord:

Winter Park Recreational Association
Trammell Crow Company
1225 17^th Street, Suite 3050
Denver, Colorado 80202
Attention: William E. Mosher
Facsimile No.: (303) 628-1744
Confirmation No.: (303) 628-7439

5

With copies to:

Brownstein Hyatt Farber Schreck, LLP
410 17^th Street, Suite 2200
Denver, Colorado 80202
Attention: Catherine Gale, Esq.
Facsimile No.: (303) 223-1111
Confirmation No.: (303) 223-1100

And to:

Denver City Attorney’s Office

1437 Bannock Street, Room 353

Denver, Colorado 80202-5375

Attention: Supervisor, Municipal Operations

Facsimile No.: (720) 913-3180

Confirmation No.: (720) 913-3280

          14.           Defined Terms. Any capitalized terms contained in this Fourth Amendment that are not defined herein shall have the meaning ascribed to them in the Lease Agreement.

          15.           No Further Changes. All other terms and conditions of the Lease Agreement remain in full force and effect.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

6

          The parties have executed this Fourth Amendment to Lease and Operating Agreement to be effective the day and year first above written.

LANDLORD:
WINTER PARK RECREATIONAL ASSOCIATION,
a Colorado nonprofit corporation
By:	/s/ William E. Mosher
Name:		William E. Mosher
Its:	President

STATE OF COLORADO	)
	)	ss.
City and COUNTY OF Denver	)

          The foregoing instrument was acknowledged before me this 29^th day of January, 2013 by William E. Mosher, as President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          Witness my hand and official seal.

          My commission expires: 9-19-13                              

/s/ Margaret H. Cawthra

Notary Public

[ADDITIONAL SIGNATURE ON FOLLOWING PAGE]

7

TENANT:
INTRAWEST/WINTER PARK OPERATIONS CORPORATION,
a Delaware corporation
By:	/s/ Gary DeFrange
Name:		Gary DeFrange
Its:	Vice President

STATE OF COLORADO	)
	)	ss.
City and COUNTY OF Denver	)

          The foregoing instrument was acknowledged before me this 29^th day of January, 2013 by Gary DeFrange, as V. P. of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          Witness my hand and official seal.

          My commission expires: 9-19-13                    

/s/ Margaret H. Cawthra

Notary Public

8

EX-10.27

When recorded return to:

Brownstein Hyatt Farber Schreck, LLP
410 17^th Street, Suite 2200
Denver, Colorado 80202
Attention: Catherine Gale, Esq.

FIFTH AMENDMENT TO LEASE AND OPERATING AGREEMENT

          THIS FIFTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Fifth Amendment”) is dated as of April 10, 2013 (“Effective Date”) by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”) and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Landlord”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”). Any capitalized terms contained in this Fifth Amendment that are not defined herein shall have the meaning ascribed to them in the Lease, as hereinafter defined.

          A.          WHEREAS, Landlord and Tenant entered into that certain Lease and Operating Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the Records at Reception No. 2002-14286; as amended by that certain Lease Exhibits Modification Agreement dated as of December 20, 2002, and recorded on December 23, 2002, in the Records at Reception No. 2002-014287; as further amended by that certain Amended and Restated Effective Date Certificate effective as of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005109; as further amended by that certain Amended and Restated Lease Exhibits Modification Agreement with an effective date of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005110; as further amended by that certain WPRA First Amendment to Lease and Operating Agreement dated as of July 2, 2004, recorded on July 9, 2004, in the Records at Reception No. 2004-008216; as further amended by that certain Second Amendment to Lease and Operating Agreement dated May 4, 2009, recorded May 6, 2009, in the Records at Reception No. 2009-004056; as further amended by that certain Third Amendment to Lease and Operating Agreement dated May 4, 2009, recorded on May 6, 2009, in the Records at Reception No. 2009-004072; and as further amended by that certain Fourth Amendment to Lease and Operating Agreement dated January 30, 2013, recorded on January 30, 2013 in the Records at Reception No. 2013-000928 (as amended, the “Lease”);

          B.          WHEREAS, the Tenant operates the Rental Shop on the Zephyr Property, which serves primarily as a shop that, among other things, rents mountain sports recreational equipment and sells lift tickets to the Winter Park Resort associated therewith, which activities constitute “Resort Operations” under the Lease.

          C.          WHEREAS, the Lease was amended to (i) allow Tenant to operate the Rental Shop and to permit ownership of the Rental Shop by a party other than Landlord for a certain period of time until such time as the Rental Shop was sold to a third party, and (ii) enable the placement of certain restrictive covenants on the title of all or portions of the Zephyr Property that would continue to remain effective after conveyance to a third party.

          D.          WHEREAS, the Rental Shop has not been sold to a third party and Landlord and Tenant agreed that (i) the Rental Shop shall be conveyed to Landlord and upon such conveyance the Rental Shop shall be included in the Lease as a “Leased Asset” as that term is defined in the Lease, and (ii) that certain restrictive covenants shall be placed on that portion of the Zephyr Property which excludes the Rental Shop and Unit 1701, which is a residential unit (the “Remaining Zephyr Property”).

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

          1.          Additional Leased Assets. The following portion of Section 2.5 of the Lease as set forth below in the First Amendment to Lease is hereby deleted:

Notwithstanding anything to the contrary in Section 23 of the Lease, for the period from June 15, 2004 through June 30, 2009 (or, if earlier, immediately prior to termination of the Lease), the term “Additional Leased Assets” when used in Section 2.5 shall not include the property described on Exhibit A attached to the First Amendment to Lease dated as of June 15, 2004 (the “Zephyr Property”). To the extent that Intrawest Retail owns any of the Zephyr Property on or after June 30, 2009 (or, if earlier, immediately prior to termination of the Lease), it shall be Additional Leased Assets for purposes of Section 2.5 to the extent such property would constitute property used in Resort Operations.

The following language is substituted in its place:

Upon the conveyance of the Rental Shop to Landlord, the Rental Shop which is legally described on Exhibit A attached to this Fifth Amendment shall be a Leased Asset under the Lease.

          2.          First Amendment Provisions Upon the conveyance of the Rental Shop to Landlord, the provisions of Sections 3, 4, 5 and 6 of the First Amendment to Lease shall automatically be deleted without further action; provided however that the deed conveying the Rental Shop to Landlord shall not be recorded until after Heritage Title Company has recorded a certain declaration of restrictive covenant on the Remaining Zephyr Property.

          3.          Condominium Assessments. Tenant expressly agrees that pursuant to the Lease, it shall be responsible for the timely payment of all condominium assessment and charges related to the Retail Shop as a Leased Asset under the Lease

          4.          No Further Changes. All other terms and conditions of the Lease remain in full force and effect.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

2

          The parties have executed this Fifth Amendment to Lease and Operating Agreement to be effective the day and year first above written.

LANDLORD:
WINTER PARK RECREATIONAL ASSOCIATION,
a Colorado nonprofit corporation
By:	/s/ William E. Mosher
Name: William E. Mosher
Its: President

STATE OF COLORADO	)
	) ss.
COUNTY OF DENVER	)

          The foregoing instrument was acknowledged before me this 15th day of March, 2013 by William E. Mosher, as President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          Witness my hand and official seal.

          My commission expires: __________________________

/s/ Karen Rae Smith

Notary Public

[ADDITIONAL SIGNATURE ON FOLLOWING PAGE]

3

TENANT:

INTRAWEST/WINTER PARK OPERATIONS
CORPORATION,

a Delaware corporation

By:	/s/ Gray DeFrange
Name:  Gray DeFrange
Its:  Vice President

STATE OF COLORADO	)
	) ss.
COUNTY OF GRAND	)

          The foregoing instrument was acknowledged before me this 14^th day of March, 2013 by Gary DeFrange, as Vice President of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          Witness my hand and official seal.

          My commission expires: November 1, 2016     

/s/ William J. Baum

Notary Public

[ADDITIONAL SIGNATURE ON FOLLOWING PAGE]

4

EXHIBIT A

Legal Description of Rental Shop

Commercial Unit 1 - Amended, Zephyr Mountain Lodge, Grand County, Colorado, according to the Declaration of Covenants, Conditions and Restrictions for Zephyr Mountain Lodge, recorded in the real estate records of Grand County, Colorado on January 20, 2000 at Reception No. 2000000627, as amended by that certain First Amendment to Declaration of Covenants, Conditions and Restrictions for Zephyr Mountain Lodge, recorded in the real estate records of Grand County, Colorado on February 2, 2000 at Reception No. 2000000996 and by that certain Second Amendment to Declaration of Covenants, Conditions and Restrictions for Zephyr Mountain Lodge, recorded in the real estate records of Grand County, Colorado on February 24, 2000 at Reception No. 2000001791 and by that certain Third Amendment to Declaration of Covenants, Conditions and Restrictions for Zephyr Mountain Lodge, recorded in the real estate records of Grand County, Colorado on June 18, 2001 at Reception No. 2001005595 and by that certain Fourth Amendment to Declaration of Covenants, Conditions and Restrictions for Zephyr Mountain Lodge, recorded in the real estate records of Grand County, Colorado on August 13, 2002, at Reception No. 2002008452 and by that certain Fifth Amendment to Declaration of Covenants, Conditions and Restrictions for Zephyr Mountain Lodge, recorded in the real estate records of Grand County, Colorado on May 13, 2004, at Reception No. 2004005668 and the Zephyr Mountain Lodge Condominium Map recorded in the real estate records of Grand County, Colorado on January 20, 2000 at Reception No. 2000000628 and amended by certain First Amendment to Zephyr Mountain Lodge Condominium Map recorded in the real estate records of Grand County, Colorado on February 2, 2000 at Reception No. 2000000997 and by that certain Second Amendment to Zephyr Mountain Lodge Condominium Map recorded in the real estate records of Grand County, Colorado on February 24, 2000 at Reception No. 2000001790 and by that certain Third Amendment to Zephyr Mountain Lodge Condominium Map recorded in the real estate records of Grand County, Colorado on August 13, 2002 at Reception No. 2002008451, containing approximately 8,057 square feet more or less.

A-1

EX-10.28

When recorded return to:

Brownstein Hyatt Farber Schreck, LLP
410 17^th Street, Suite 2200
Denver, Colorado 80202
Attention: Gregory A. Vallin, Esq.

SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT

          THIS SIXTH AMENDMENT TO LEASE AND OPERATING AGREEMENT (this “Sixth Amendment”) is made effective as of September 30, 2013 by and between INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation (“Tenant”) and WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation (“Landlord”). All recording references contained herein are to the real estate records maintained by the Office of the Clerk and Recorder for Grand County, Colorado (the “Records”).

          A.          WHEREAS, Landlord and Tenant entered into that certain Lease and Operating Agreement with an effective date of December 23, 2002, recorded on December 23, 2002, in the Records at Reception No. 2002-014286, as amended by that certain Lease Exhibits Modification Agreement dated as of December 20, 2002, and recorded on December 23, 2002, in the Records at Reception No. 2002-014287, as further amended by that certain Amended and Restated Effective Date Certificate effective as of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005109, as further amended by that certain Amended and Restated Lease Exhibits Modification Agreement with an effective date of December 23, 2002, recorded on April 25, 2003, in the Records at Reception No. 2003-005110, as further amended by that certain First Amendment to Lease and Operating Agreement dated as of July 2, 2004, recorded on July 9, 2004, in the Records at Reception No. 2004-008216, as further amended by that certain Second Amendment to Lease and Operating Agreement dated May 4, 2009, recorded May 6, 2009, in the Records at Reception No. 2009-004056, as further amended by that certain Third Amendment to Lease and Operating Agreement dated May 4, 2009, recorded on May 6, 2009, in the Records at Reception No. 2009-004072, as further amended by that certain Fourth Amendment to Lease and Operating Agreement dated January 30, 2013, recorded January 30, 2013, in the Records at Reception No. 2013-000928, and as further amended by that certain Fifth Amendment to Lease and Operating Agreement dated April 10, 2013, recorded April 11, 2013, in the Records at Reception No. 2013-003277 (as amended, the “Lease Agreement”):

          B.          WHEREAS, Landlord and Tenant have agreed to amend the Lease Agreement to eliminate certain contingencies and make certain clarifying revisions in order to simplify the reporting requirements of Tenant and reduce Landlord’s verification requirements.

          C.          WHEREAS, Landlord and Tenant wish to amend the Lease Agreement as provided for herein.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.	Rental and Other Payments. Sections 5.1 (d) and 5.1(e) of the Lease Agreement shall be deleted in their entirety and replaced by the following:
		(d) Rental Payments. Subject to the provisions contained in Section 5.2(a), on or before July 1, October 1, January 1 and April 1 of each Fiscal Year during the Term beginning October 1, 2012, Tenant shall pay to Landlord the Required Quarterly Payment. Commencing on September 30, 2013, and continuing throughout the remainder of the Term, on or before September 30 of each Fiscal Year, Tenant shall pay to Landlord as additional Rental Payments for the Leased Assets the Revenue-Based Annual Payment in an amount equal to three percent (3.0%) of Gross Revenue in excess of thirty-three million dollars ($33,000,000) received during the immediately preceding Fiscal Year (beginning with the Fiscal Year ending June 30, 2013). Landlord and Tenant shall agree upon the manner in which each Required Quarterly Payment and each Revenue-Based Annual Payment shall be allocated as consideration for (i) the leasing of Real Property, (ii) the leasing of Tangible Personal Property, (iii) the assignment of Intangible Personal Property, and (iv) the licensing of Intellectual Property under this Agreement.
		(e) Example. The following calculation of the Required Quarterly Payments for a full Fiscal Year and the Revenue-Based Annual Payment on account of such Fiscal Year is provided by way of example only and not by way of limitation.

Example
Assumed Gross Revenue for the Fiscal Year	$83,000,000
Less Gross Revenue Threshold	(33,000,000)
Gross Revenue Included in Calculation	$50,000,000
Multiplied by 3% factor	x 3%
Maximum Revenue Based Annual Payment	$  1,500,000
Required Aggregate Quarterly Payments made for such Fiscal Year	$  2,000,000
Total Rent	$  3,500,000

2.	Credit for Certain Required Quarterly Payments. Section 5.2 (b) of the Lease Agreement is hereby deleted in its entirety.
3.	Statement of Amount Due. Section 5.6 shall be deleted in its entirety and replaced by the following:
		Concurrently with the payment of each Revenue Based Annual Payment required by Section 5.1(d), Tenant shall deliver to Landlord a schedule showing the calculation of the amounts due in accordance with the provisions of such section, and setting forth in reasonable detail, the financial statement information supporting such calculations.

2

		Additionally, with each schedule required by this Section 5.6, Tenant shall deliver to Landlord a written statement, signed by the Authorized Resort Signer(s) attesting that such schedule is accurate and complete.
4.	Quarterly Reports. Section 7.1 shall be deleted in its entirety and replaced by the following:
		Quarterly Reports. Tenant agrees to furnish to Landlord in a form, format and substance reasonably acceptable to Landlord, the following quarterly reports:
		(a)          Through the period ending June 30, 2013, not later than the thirtieth (30th) day immediately succeeding each Quarter of the Fiscal Year, other than the last Quarter of each Fiscal Year, a schedule of Gross Revenue and Cash Flow for Annual Payment, which schedule shall specify all Gross Revenue and component items (in summary form of Cash Flow for Annual Payment (EBITDA, Required Annual Capital Maintenance Amounts, and Required Interest Payments) for the preceding four Quarters, acknowledged in writing by the Authorized Resort Signer(s) as being accurate and complete.
		(b)          Not later than the thirtieth (30th) day immediately succeeding each Quarter of the Fiscal Year during the Term of this Agreement, and acknowledged in writing by the Authorized Resort Signer as being accurate and complete, the following quarterly reports:
			(i)       Financial statements of the Tenant for the preceding Quarter and the Fiscal Year-to-date.
			(ii)      Detailed project level and cumulative capital spending reports of the Tenant for the preceding Quarter and Fiscal Year-to-date.
			(iii)     Detailed project level and cumulative capital spending reports for each required capital benchmark as described in Section 5.3.
		(c)        Not later than the thirtieth (30th) day immediately succeeding each Quarter of the Fiscal Year during the Term of this Agreement, Tenant shall deliver to Landlord any and all loan covenant compliance certificates required by the Agreed-Upon Indebtedness Lender, acknowledged in writing by the most senior corporate financial officer responsible for lender compliance as being accurate and complete.
5.	AnnualReports. Section 7.2 shall be deleted in its entirety and replaced by the following:
		Annual Reports. Not later than ninety (90) days after the end of each Fiscal Year, Tenant shall deliver to Landlord and to the City annual report statements (in form and substance reasonably satisfactory to Landlord) that include:
		(a)        Audited financial statements of the Tenant prepared by Tenant’s Accountants on a non-consolidated basis, consistent with the form and information required to be disclosed by GAAP.

3

		(b)        Through the period ending June 30, 2013, Schedule of Gross Revenue and Cash Flow for Annual Payment for the immediately preceding Fiscal Year (or portion thereof) included in the Term, which schedule shall specify all Gross Revenue and component items (in summary form) of Cash Flow for Annual Payment (EBITDA, Required Annual Capital Maintenance Amounts and Required Interest Payments). Such schedule shall be included as supplemental information in the audited financial statements of the Tenant and subject to the auditing procedures applied in the audit of the basic financial statements, and in the Tenant’s Accountants’ opinion, fairly stated in all material respects in relation to the basic financial statements taken as a whole. Additionally, Tenant’s Accountants will perform an agreed-upon procedures engagement on the schedule of Gross Revenue and Cash Flow for Annual Payment conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Such engagement shall be completed based upon procedures agreed to by the Tenant and the Landlord, and documented in the annual Accountants’ engagement letter, which shall set forth the understanding of the terms and objectives of the engagement.
		(c)        A written statement signed by the most senior corporate financial officer that all fees and charges and all allocated costs comply with the categories, descriptions, and limitations specified in this Agreement.
6.	Defined Terms. Any capitalized terms contained in this Sixth Amendment that are not defined herein shall have the meaning ascribed to them in the Lease Agreement.
7.	No Further Changes. All other terms and conditions of the Lease Agreement remain in full force and effect.

[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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          The parties have executed this Sixth Amendment to Lease and Operating Agreement as of the dates set forth below, but to be effective as of September 30, 2013.

LANDLORD:
WINTER PARK RECREATIONAL ASSOCIATION,
a Colorado nonprofit corporation
By:	/s/ William E. Mosher
Name:		William E. Mosher
Its:		President

STATE OF COLORADO	)
	)   ss.
COUNTY OF GRAND	)

          The foregoing instrument was acknowledged before me this 15^th day of October, 2013 by William E. Mosher, as President of WINTER PARK RECREATIONAL ASSOCIATION, a Colorado nonprofit corporation.

          Witness my hand and official seal.

          My commission expires: April 15, 2017

/s/ Michelle Diane Albright

Notary Public

[ADDITIONAL SIGNATURE ON FOLLOWING PAGE]

5

TENANT:
INTRAWEST/WINTER PARK OPERATIONS
CORPORATION,
a Delaware corporation
By:	/s/ Gary DeFrange
Name:			Gary DeFrange
Its:		Vice President

STATE OF COLORADO	)
	)   ss.
COUNTY OF GRAND	)

          The foregoing instrument was acknowledged before me this 16^th day of October, 2013 by Gary DeFrange, as Vice President of INTRAWEST/WINTER PARK OPERATIONS CORPORATION, a Delaware corporation.

          Witness my hand and official seal.

          My commission expires:   5/27/2015

/s/ Heather Ruth

Notary Public

6

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intrawest Resorts Holdings, Inc.:

We consent to the use of our report dated September 30, 2013, with respect to the balance sheet of Intrawest Resorts Holdings, Inc. as of September 24, 2013, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Denver, Colorado
December 16, 2013

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intrawest Resorts Holdings, Inc.:

We consent to the use of our report dated September 30, 2013, with respect to the consolidated balance sheets of Intrawest Cayman L.P. and subsidiaries as of June 30, 2012 and 2013, and the related consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2013, included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Denver, Colorado
December 16, 2013

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Intrawest Resorts Holdings, Inc.:

We consent to the use of our report dated September 30, 2013, with respect to the consolidated statements of operations, comprehensive loss, partners’ deficit, and cash flows of Intrawest Cayman L.P. for the year ended June 30, 2011included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Vancouver, Canada 

December 16, 2013