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<br />CONSENT TO MERGER
<br />
<br />WHEREAS, on August 13, 1992, the Clinton Ditch & Reservoir Company ("CDRC")
<br />entered into Loan Contract C153620 with the State of Colorado, Department of Natural
<br />Resources, Colorado Water Conservation Board ("CWCB''); and
<br />
<br />WHEREAS, on August 13, 1992, Copper Mountain, Inc. executed a Deed of Trust, a
<br />Genera1 Security Agreement and Stock Assignments, all in favor of the CWCB, whereby a
<br />proportionate share of the obligation of the CDRC under the Loan Contract was secured by
<br />Copper Mountain, Inc.' s shares of stock of the CRDC, consisting of 950 shares of Class A,
<br />Series I common stock and 615 shares of Class A, Series II common stock ("Collateral"); and
<br />
<br />WHEREAS, the terms of the Loan Contract, the Deed ofTrust and the General Security
<br />Agreement pennit the assignment of the CDRC stock with the consent of the Colorado Water
<br />Conservation Board; and
<br />
<br />WHEREAS, Copper Mountain, Inc., Intrawest Corporation, Intrawest U.S, Resorts, Inc.
<br />and certain others have entered into an Agrcement and Plan of Mergcr dated December 17, 1996
<br />("Merger Agreement'') under which Copper Mountain, Inc. will merge with and into Intrawest
<br />U.S. Resorts, Inc., which, as the surviving corporation, will assume all of Copper Mountain,
<br />Inc. 's existing debts and liabilities and assume ownership of all of Copper Mountain, Inc.' s
<br />assets, including the Collateral; and
<br />
<br />WHEREAS, Copper Mountain, Inc. and Intrawest U.S. Resorts, Inc. are both Delaware
<br />corporations authorized to conduct affairs in the State of Colorado and shall file a certificate of
<br />fact of merger with the Colorado Secretary of State pursuant to Section 7-27-111, C.R.S. (1986).
<br />
<br />NOW, THEREFORE, Intrawest U.S. Resorts, !.nc. agrees to execute an Amended Deed
<br />of Trust to evidence the transfer of the Collateral from Copper Mountain, Inc. to Intrawest U.S.
<br />Resorts, Inc., and to record said Amended Deed of Trust ""ith thc Summit County Clerk and
<br />Recorder; and
<br />
<br />The Colorado Water Conservation Board hereby consents to the above-described merger
<br />and to the resulting transfer of the Collateral, and waives any rights to accelerate Copper
<br />Mountain, Inc. ' s obligations secured by the above-described Deed of Trust, General Security
<br />Agreement and Stock Assignments arising from the merger or the Merger Agreement.
<br />
<br />tL 11'
<br />Datedthis )D day of lU.,,",cl... ,1997.
<br />
<br />INTRA \VEST U.S. RESORTS, INC.
<br />
<br />~
<br />
<br />Attest:
<br />
<br />Gary L. Raymond, Vice-President
<br />
<br />" ,,-:;~
<br />By: ~
<br />Title: ~ sr.
<br />
<br />f~
<br />s;-<CJ<-J....y
<br />
<br />By:
<br />
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