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<br />538535 1997-05-07 11:39 3pg
<br />Doris L Brill - SUmmit County Recorder
<br />
<br />First Amendment
<br />to
<br />Deed of Trust
<br />
<br />This First Amendment to Deed of Trust (this "Amendment") is made as of March 20,
<br />1997, by Intrawest U.S. Resorts, Inc., a Delaware corporation, as successor in interest to Copper
<br />Mountain, Inc. ("Intrawest"), to the Public Trustee of Summit County, Colorado and to the State
<br />of Colorado, Department of Natural Resources, acting through the Colorado Water Conservation
<br />Board, an agency formed and existing under Title 37, Article 60 of the Colorado Revised
<br />Statutes (the "Board"), for the benefit of the Board.
<br />
<br />Recitals
<br />
<br />A. The Board and Clinton Ditch & Reservoir Company, a Colorado nonprofit ditch
<br />and reservoir company ("CDRC"), entered into a Loan Agreement, dated August 13, 1992,
<br />pursuant to which the Board loaned $4,735,000 to CDRC so that CDRC could acquire the
<br />Clinton Gulch Reservoir located in Summit County, Colorado (the "Loan").
<br />
<br />B. Pursuant to the Subscription Agreement, dated July 21, 1992 (the "Subscription
<br />Agreement"), CDRC issued to Copper Mountain, Inc., a Delaware corporation ("Copper"): (i)
<br />950 shares of Class A Series 1 CDRC common stock; and (ii) 685 shares of Class A Series 2
<br />CDRC common stock (the "CDRC Stock").
<br />
<br />C. As partial security for the Loan, pursuant to both: (i) the Deed of Trust given by
<br />Copper for the benefit of the Board, recorded in the Books and Records of the Summit County,
<br />Colorado Clerk and Recorder's Office (the "Official Records") on August 24, 1992 at Reception
<br />No. 427129 (the "Deed of Trust"), and (ii) the General Security Agreement, dated August 17,
<br />1992, between Copper and the Board (the "Security Agreement"), Copper pledged the CDRC
<br />Stock (the "Collateral") as partial security for the Loan, pursuant to the terms and conditions set
<br />forth in the Deed of Trust and Security Agreement.
<br />
<br />D. Pursuant to the Agreement and Plan of Merger, dated December 17, 1996 (the
<br />"Merger Agreement"), among Copper, Intrawest, and others, effective March 14, 1997, Copper
<br />merged with and into Intrawest with Intrawest being the surviving corporation (the "Merger"),
<br />Pursuant to the Merger, and as further evidenced by the Stock Assignment and Assumption
<br />Agreement, dated March 13, 1997, among Copper, Intrawest and CDRC, all of Copper's right,
<br />title and interest in the Collateral and all of Copper's duties and obligations arising from
<br />ownership of the Collateral were transferred to 1ntrawest.
<br />
<br />E. Pursuant to the Consent to Merger, dated March 20, 1997, between the Board and
<br />1ntrawest (the "Consent Agreement"), the Board consented to the Merger. Under the Consent
<br />Agreement, Intrawest agreed to execute this Amendment to further evidence the transfer of the
<br />Collateral from Copper to Intrawest and to record this Amendment in the Official Records.
<br />
<br />JCFKK-14308-1
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