AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2003
                                                     REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                   FORM F-10
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------

                             INTRAWEST CORPORATION
             (Exact name of Registrant as specified in its charter)


                                                                                
                  CANADA                                      7011                                  NOT APPLICABLE
    (Province or other jurisdiction of            (Primary Standard Industrial           (I.R.S. Employer Identification No.)
      incorporation or organization)              Classification Code Number)


SUITE 800, 200 BURRARD STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6 (604)
                                    669-9777
   (Address and telephone number of Registrant's principal executive offices)

  PTSGE CORP., SUITE 2900, 925 FOURTH AVENUE, SEATTLE, WASHINGTON 98104 (206)
                                    623-7580
 (Name, address and telephone number of agent for service in the United States)

                      ------------------------------------
                                   COPIES TO:


                                                                                
         RICHARD J. BALFOUR                           ROSS J. MEACHER                              GARY. J. KOCHER
        MCCARTHY TETRAULT LLP                      INTRAWEST CORPORATION                      CHRISTOPHER H. CUNNINGHAM
             Suite 1300                                  Suite 800                            PRESTON GATES & ELLIS LLP
         777 Dunsmuir Street                        200 Burrard Street                               Suite 2900
  Vancouver, B.C., Canada, V7Y 1K2           Vancouver, B.C., Canada, V6C 3L6                     925 Fourth Avenue
           (604) 643-7100                             (604) 669-9777                              Seattle, WA 98104
                                                                                                   (206) 623-7580


                      ------------------------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.

                      PROVINCE OF BRITISH COLUMBIA, CANADA
               (Principal jurisdiction regulating this offering)
It is proposed that this filing shall become effective (check appropriate box):
A. [ ]  Upon  filing  with  the  Commission,  pursuant  to  Rule  467(a)  (if in
        connection with an offering being  made contemporaneously in the  United
        States and Canada).
B.  [X]  At some future date (check appropriate box below).
    1.  [ ]  Pursuant  to Rule 467(b) on (         ) at (         ) (designate a
             time not sooner than seven calendar days after filing).
    2.  [ ]  Pursuant to Rule 467(b) on (         ) at (         ) (designate  a
             time  seven  calendar  days  or sooner  after  filing)  because the
             securities regulatory  authority  in the  review  jurisdiction  has
             issued a receipt or notification of clearance on (        ).
    3.  [ ]  Pursuant  to Rule 467(b) as  soon as practicable after notification
             of the  Commission by  the Registrant  or the  Canadian  securities
             regulatory  authority of the review  jurisdiction that a receipt or
             notification of clearance has been issued with respect hereto.
    4.  [X]  After the filing of the next amendment to this form (if preliminary
             material is being filed).
    If any of the securities being registered on this form are to be offered  on
a  delayed  or  continuous  basis  pursuant  to  the  home  jurisdiction's shelf
prospectus offering procedures, check the following box. [ ]
                      ------------------------------------

                        CALCULATION OF REGISTRATION FEE



---------------------------------------------------------------------------------------------------------------------------------
                                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
           TITLE OF EACH CLASS OF                 AMOUNT TO BE         OFFERING PRICE           AGGREGATE           AMOUNT OF
         SECURITIES TO BE REGISTERED               REGISTERED             PER NOTE            OFFERING PRICE     REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
  Senior Exchange Notes......................    US$350,000,000             100%              US$350,000,000       US$28,315.01
---------------------------------------------------------------------------------------------------------------------------------


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                                     PART I

         INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS


Information   contained  herein  is  subject   to  completion  or  amendment.  A
Registration Statement  relating to  these securities  has been  filed with  the
Securities  and Exchange  Commission. These securities  may not be  sold nor may
offers to buy be accepted prior  to the time the Registration Statement  becomes
effective.  This  prospectus  shall  not  constitute an  offer  to  sell  or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer,  solicitation or sale would be unlawful  prior
to registration or qualification under the securities laws of any such state.

                 SUBJECT TO COMPLETION, DATED DECEMBER 1, 2003


                      
[Intrawest Logo]                 US$350,000,000INTRAWEST CORPORATION
                               7.50% SENIOR NOTES DUE OCTOBER 15, 2013


                            ------------------------

    Intrawest  Corporation  (the "Company")  hereby offers,  upon the  terms and
subject to the  conditions set  forth in  this Prospectus  and the  accompanying
Letter  of Transmittal  (the "Letter of  Transmittal", which  together with this
Prospectus constitute the "Exchange Offer"), to exchange an aggregate  principal
amount  up to US$350,000,000 of  7.50% Senior Notes due  October 15, 2013 of the
Company (the  "Exchange Notes"),  which are  being registered  under the  United
States  Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
registration statement (the "Registration  Statement") of which this  Prospectus
constitutes  a part, and qualified for distribution under this Prospectus in the
Provinces  of  British   Columbia  and  Ontario   in  Canada  (the   "Qualifying
Provinces"),  for  a  like  principal  amount  of  the  issued  and  outstanding
US$350,000,000 aggregate principal amount of 7.50% Senior Notes due October  15,
2013 of the Company which were issued on October 9, 2003 (the "Original Notes"),
with  the  holders  thereof.  The  Exchange Notes  and  the  Original  Notes are
collectively referred to herein as the "Notes."
    The Exchange  Notes  are  offered  hereunder in  order  to  satisfy  certain
obligations  of the Company under the Exchange and Registration Rights Agreement
dated October 9, 2003  (the "Registration Rights  Agreement") among the  Company
and the initial purchasers of the Original Notes (the "Initial Purchasers").
    The  Exchange Notes will  evidence the same  debt as the  Original Notes and
will be issued,  and holders  thereof will  be entitled  to the  same rights  as
holders of the Original Notes, under the Indenture (as defined herein) governing
the  Notes.  The terms  of  the Exchange  Notes  are identical  in  all material
respects to  the Original  Notes except  for certain  transfer restrictions  and
registration rights relating to the Original Notes and except that, in the event
of  a Registration Default (as defined herein), special interest, in addition to
the interest set forth below, shall accrue on the Original Notes at a per  annum
rate  of  0.5% for  the first  90 days  of the  Registration Default  Period (as
defined herein) and at  a per annum  rate of 1.0%  thereafter for the  remaining
portion  of  the  Registration Default  Period.  Upon cure  of  the Registration
Default, the special interest shall no longer accrue and the Original Notes will
bear interest at the original rate;  provided, however, that if, after any  such
cure, a different Registration Default occurs, then special interest shall again
accrue  in accordance  with the  foregoing provisions.  See "Description  of the
Notes -- Exchange Offer; Registration Rights."
    THIS OFFERING  IS MADE  BY A  CANADIAN  ISSUER THAT  IS PERMITTED,  UNDER  A
MULTIJURISDICTIONAL  DISCLOSURE SYSTEM ADOPTED BY  THE UNITED STATES, TO PREPARE
THIS PROSPECTUS  IN  ACCORDANCE  WITH THE  DISCLOSURE  REQUIREMENTS  OF  CANADA.
PROSPECTIVE  INVESTORS SHOULD BE AWARE THAT SUCH REQUIREMENTS ARE DIFFERENT FROM
THOSE OF THE UNITED  STATES. THE CONSOLIDATED  FINANCIAL STATEMENTS INCLUDED  OR
INCORPORATED  HEREIN HAVE  BEEN PREPARED  IN ACCORDANCE  WITH CANADIAN GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, AND ARE SUBJECT TO CANADIAN AUDITING AND AUDITOR
INDEPENDENCE STANDARDS, AND THUS MAY  NOT BE COMPARABLE TO FINANCIAL  STATEMENTS
OF UNITED STATES COMPANIES.

    PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THE ACQUISITION OF THE SECURITIES
DESCRIBED  HEREIN MAY  HAVE TAX  CONSEQUENCES BOTH IN  THE UNITED  STATES AND IN
CANADA. SUCH CONSEQUENCES FOR INVESTORS WHO ARE RESIDENT IN, OR CITIZENS OF, THE
UNITED STATES  MAY  NOT BE  DESCRIBED  FULLY  HEREIN. SEE  "CERTAIN  INCOME  TAX
CONSEQUENCES."

    THE  ENFORCEMENT BY INVESTORS  OF CIVIL LIABILITIES  UNDER THE UNITED STATES
FEDERAL SECURITIES LAWS MAY BE AFFECTED  ADVERSELY BY THE FACT THAT THE  COMPANY
IS  CONTINUED UNDER  THE LAWS OF  CANADA, THAT SOME  OR ALL OF  ITS OFFICERS AND
DIRECTORS MAY BE RESIDENTS OF CANADA, THAT  SOME OR ALL OF THE EXPERTS NAMED  IN
THE  REGISTRATION  STATEMENT MAY  BE  RESIDENTS OF  CANADA,  AND THAT  ALL  OR A
SUBSTANTIAL PORTION OF THE ASSETS OF THE COMPANY AND SAID PERSONS MAY BE LOCATED
OUTSIDE THE UNITED STATES.

    PROSPECTIVE INVESTORS  SHOULD  BE  AWARE  THAT, DURING  THE  PERIOD  OF  THE
EXCHANGE  OFFER, THE COMPANY OR ITS  AFFILIATES, DIRECTLY OR INDIRECTLY, MAY BID
FOR OR MAKE PURCHASES OF THE SECURITIES TO BE DISTRIBUTED OR TO BE EXCHANGED, OR
CERTAIN RELATED SECURITIES, AS  PERMITTED BY APPLICABLE  LAWS OR REGULATIONS  OF
CANADA OR ITS PROVINCES OR TERRITORIES.

    Interest  on the Notes at a per annum rate of 7.50% is payable semi-annually
on April 15 and October  15 of each year, commencing  April 15, 2004. The  Notes
are redeemable at the option of the Company, in whole or in part, at any time on
or after October 15, 2008 at the redemption prices set forth herein plus accrued
and  unpaid interest to the date of redemption. The Notes are also redeemable by
the Company at any time, in whole but not in part, at the option of the  Company
at  their  principal amount  plus accrued  and  unpaid interest  to the  date of
redemption in the event of certain changes affecting Canadian withholding taxes.
In addition, upon a Change of Control Triggering Event (as defined herein),  the
Company  is required to offer to purchase all outstanding Notes at a price equal
to 101% of the principal amount thereof, plus accrued and unpaid interest to the
date of repurchase.
    The Notes are senior unsecured obligations  of the Company, rank pari  passu
in  right  of  payment  with  all other  existing  and  future  senior unsecured
obligations of the Company and rank senior  in right of payment to all  existing
and future obligations of the Company expressly subordinated in right of payment
to  the Notes. Holders of secured obligations of the Company will, however, have
claims that are prior to the claims of the holders of the Notes with respect  to
the  assets securing  such obligations. In  addition, the  Notes are effectively
subordinated to all existing  and future indebtedness  and other liabilities  of
the  Company's subsidiaries.  As of September  30, 2003, after  giving pro forma
effect to the sale of the Original Notes and the application of the net proceeds
thereof, the  Company  would  have  had US$760.4  million  of  senior  unsecured
indebtedness  and  US$50.8  million  of  senior  secured  indebtedness,  and the
Company's subsidiaries would have had US$777.0 million of liabilities.
                                                   (continued on following page)
                            ------------------------

    THE TENDER OF ORIGINAL  NOTES FOR EXCHANGE NOTES  INVOLVES RISKS. SEE  "RISK
FACTORS"  BEGINNING ON PAGE  9 HEREOF FOR  A DISCUSSION OF  CERTAIN FACTORS THAT
SHOULD BE  CONSIDERED  IN  CONNECTION  WITH  AN  INVESTMENT  IN  THE  NOTES.  NO
"UNDERWRITER"  WITHIN THE MEANING OF  APPLICABLE CANADIAN SECURITIES LEGISLATION
HAS BEEN INVOLVED IN THE PREPARATION OF THIS PROSPECTUS OR PERFORMED ANY  REVIEW
OF THE CONTENTS OF THIS PROSPECTUS.
                            ------------------------
THESE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
   COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
                                    OFFENSE.
                            ------------------------

                The date of this Prospectus is December 1, 2003


      The  Exchange  Notes  will  be  represented  by  a  global  Exchange  Note
registered  in the name of the nominee  of The Depository Trust Company ("DTC").
Beneficial interests in the global Exchange Note will be shown on, and transfers
thereof will  be  effected only  through,  records  maintained by  DTC  and  its
participants. Except as described herein, Exchange Notes in definitive form will
not  be  issued.  See  "Description  of  the  Notes  --  Transfer,  Exchange and
Book-Entry Procedures."

      The Company is making  the Exchange Offer in  reliance on the position  of
the  staff  of  the  United  States  Securities  and  Exchange  Commission  (the
"Commission") as  set forth  in  certain no-action  letters addressed  to  other
parties  in  other transactions.  However, the  Company has  not sought  its own
no-action letter and there can be no assurance that the staff of the  Commission
would make a similar determination with respect to the Exchange Offer as in such
other  circumstances.  Based  upon these  interpretations  by the  staff  of the
Commission, the  Company believes  that Exchange  Notes issued  pursuant to  the
Exchange  Offer in exchange for Original Notes may be offered for resale, resold
and otherwise transferred by  a holder thereof (other  than any holder which  is
(i)  a broker-dealer who purchased such Original Notes directly from the Company
for resale  pursuant  to Rule  144A  or  other available  exemptions  under  the
Securities  Act,  (ii) a  broker-dealer who  acquired such  Original Notes  as a
result of market-making or other trading activities or (iii) a person that is an
"affiliate" (as defined in Rule  405 of the Securities  Act) of the Company  (an
"Affiliate"))  without compliance with the  registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Notes are acquired
in the ordinary course  of such holder's  business and that  such holder is  not
participating,  and  has  no arrangement  or  understanding with  any  person to
participate, in a  distribution (within the  meaning of the  Securities Act)  of
such  Exchange Notes. Holders of Original Notes accepting the Exchange Offer for
the purpose of  participating in a  distribution of the  Exchange Notes may  not
rely  on the  position of  the staff  of the  Commission as  set forth  in these
no-action letters and would have to comply with the registration and  prospectus
delivery  requirements of  the Securities Act  in connection  with any secondary
resale transaction. A  secondary resale transaction  in the United  States by  a
holder  of Original Notes who is using  the Exchange Offer to participate in the
distribution of  Exchange Notes  must be  covered by  an effective  registration
statement containing the selling securityholder information required by Item 507
of Regulation S-K under the Securities Act.

      Each  broker-dealer (other than an Affiliate of the Company) that receives
Exchange Notes  for  its  own  account  pursuant  to  the  Exchange  Offer  must
acknowledge  that it  acquired the Original  Notes as a  result of market-making
activities or other  trading activities and  that it will  deliver a  prospectus
meeting  the requirements of the Securities Act in connection with any resale of
such Exchange Notes. The Letter of Transmittal states that by so  acknowledging,
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it  is an "underwriter" within the meaning  of the Securities Act even though it
may be deemed to be an underwriter for purposes thereof. This Prospectus, as  it
may be amended or supplemented from time to time, may be used by a broker-dealer
in  connection with resales of Exchange  Notes received in exchange for Original
Notes where such Original Notes were acquired by such broker-dealer as a  result
of  market-making activities or other trading activities. The Company has agreed
that, for a period  ending on the  earlier of the 180th  day after the  Exchange
Offer  has  been completed  or such  time  as broker-dealers  no longer  own any
Registrable Securities (as  defined in  the Registration  Rights Agreement),  it
will  make this  Prospectus, as amended  or supplemented, available  to any such
broker-dealer for  use  in  connection  with  any  such  resale.  See  "Plan  of
Distribution." Any broker-dealer who is an Affiliate of the Company may not rely
on  such no-action letters and must  comply with the registration and prospectus
delivery requirements of  the Securities  Act in connection  with any  secondary
resale transactions.

      THERE  IS CURRENTLY NO MARKET THROUGH WHICH THE EXCHANGE NOTES MAY BE SOLD
AND HOLDERS MAY  NOT BE  ABLE TO RESELL  EXCHANGE NOTES  DISTRIBUTED UNDER  THIS
PROSPECTUS.  Although the Initial Purchasers have informed the Company that they
currently intend to make a market in the Exchange Notes, they are not  obligated
to  do so, and  any such market-making  may be discontinued  at any time without
notice. Accordingly,  there  can  be  no assurance  as  to  the  development  or
liquidity  of any market for the Exchange  Notes. The Company does not intend to
apply for listing of the  Notes on any securities  exchange or for quotation  of
the Notes through the Nasdaq Stock Market ("Nasdaq").

                                        ii


      Any  Original Notes not  tendered and accepted in  the Exchange Offer will
remain outstanding and the  holders thereof will be  entitled to all the  rights
and  preferences and will be subject to the limitations applicable thereto under
the Indenture. Following consummation of the Exchange Offer, the holders of  the
Original  Notes will  continue to be  subject to the  existing restrictions upon
transfer thereof and the Company will have no further obligation to such holders
to provide for registration under the Securities Act of the Original Notes  held
by  them. To  the extent that  Original Notes  are tendered and  accepted in the
Exchange  Offer,  a  holder's  ability  to  sell  untendered,  or  tendered  but
unaccepted,  Original Notes could  be adversely affected.  Although the Original
Notes are eligible  for trading in  the Private Offerings,  Resales and  Trading
through  Automated Linkages (PORTAL)  market, it is not  expected that an active
market  for  the  Original  Notes  will  develop  while  they  are  subject   to
restrictions on transfer.

      The  Company will accept for exchange any  and all Original Notes that are
validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time,
on the date the Exchange  Offer expires, which will be  January  -- , 2004  (the
"Expiration  Date"), unless  the Exchange Offer  is extended by  the Company, in
which case the term "Expiration  Date" shall mean the  latest date to which  the
Exchange  Offer is extended. Tenders  of Original Notes may  be withdrawn at any
time prior  to 5:00  p.m.,  New York  City time,  on  the Expiration  Date.  The
Exchange  Offer is not conditioned upon any minimum principal amount of Original
Notes being tendered or  accepted for exchange. However,  the Exchange Offer  is
subject  to certain  conditions which may  be waived  by the Company  and to the
terms and provisions of  the Registration Rights  Agreement. The Exchange  Notes
will  bear interest  from the later  of October  15, 2003 and  the last interest
payment date (if any) of the Original Notes to occur prior to the issue date  of
the  Exchange  Notes. Holders  of the  Original Notes  whose Original  Notes are
accepted for exchange pursuant to the  Exchange Offer will not receive  interest
on  such Original Notes  for any period  subsequent to the  later of October 15,
2003 and the last  interest payment date  (if any) to occur  prior to the  issue
date of the Exchange Notes.
--------------------------------------------------------------------------------
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            HOLDERS OF ORIGINAL NOTES SHOULD USE THE BLUE LETTER OF
           TRANSMITTAL AND THE GREEN NOTICE OF GUARANTEED DELIVERY IN
                             MAKING THEIR TENDERS.
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                                       iii


               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

      This  Prospectus  contains  or  incorporates  statements  that  constitute
"forward-looking statements" within  the meaning  of the  United States  Private
Securities  Litigation Reform Act of 1995, including statements regarding, among
other matters, the intent, belief or current expectations of the Company or  its
management  with respect  to the  Company's operating  strategies, the Company's
growth strategies, the Company's  capital expenditures and recent  acquisitions,
industry trends, competition and other factors affecting the Company's financial
condition or results of operations. Prospective investors are cautioned that any
such  forward-looking statements  are not  guarantees of  future performance and
involve risks, uncertainties and other known and unknown factors, including  the
factors  discussed in Management's  Discussion and Analysis  (as defined below),
which may cause actual results, performance or achievements to differ materially
from the future  results, performance  or achievements expressed  or implied  in
such forward-looking statements.

                      DOCUMENTS INCORPORATED BY REFERENCE

      INFORMATION  HAS  BEEN  INCORPORATED  BY  REFERENCE  IN  THIS  SHORT  FORM
PROSPECTUS FROM  DOCUMENTS  FILED WITH  THE  SECURITIES COMMISSIONS  OR  SIMILAR
AUTHORITIES  IN CANADA. Copies of the documents incorporated herein by reference
may be  obtained on  request  without charge  from  Ross J.  Meacher,  Corporate
Secretary,  Intrawest  Corporation, Suite  800,  200 Burrard  Street, Vancouver,
British Columbia, V6C 3L6 (telephone number (604) 669-9777).

      The following documents, filed with the various securities commissions  or
similar authorities in Canada, are specifically incorporated by reference in and
form an integral part of this Prospectus:

     (a)  the  Annual Information Form  of the Company  dated September 15, 2003
          for the fiscal year  ended June 30,  2003, including the  Management's
          Discussion  and Analysis  of the Company  for the year  ended June 30,
          2003 ("Management's Discussion and Analysis");

     (b)  the Information  Circular  of the  Company  dated September  26,  2003
          (except  for the sections entitled  "Corporate Governance," "Report on
          Executive  Compensation"  and  "Performance  Graph")  distributed   in
          connection  with the Company's annual general meeting held on November
          10, 2003;

     (c)  the audited consolidated financial statements  of the Company for  the
          years  ended June 30,  2003 and 2002, together  with the notes thereto
          and the auditors' report  thereon (the "Annual Consolidated  Financial
          Statements"); and

     (d)  the unaudited consolidated financial statements of the Company for the
          three   months  ended  September  30,  2003  and  2002  (the  "Interim
          Consolidated Financial  Statements"  and,  together  with  the  Annual
          Consolidated   Financial   Statements,  the   "Consolidated  Financial
          Statements").

      All documents of the Company of the type referred to above (excluding  any
confidential  material  change reports)  that are  filed by  the Company  with a
securities commission or any similar authority in Canada after the date of  this
Prospectus  and prior to the termination of  this offering shall be deemed to be
incorporated by reference into this Prospectus.

      Any statement contained in this  Prospectus or in a document  incorporated
or  deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Prospectus to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to  be incorporated  by  reference herein,  modifies or  supersedes  such
statement.  The modifying  or superseding statement  need not state  that it has
modified or superseded a  prior statement or include  any other information  set
forth  in the document that it modifies or supersedes. The making of a modifying
or superseding statement shall not be deemed an admission for any purposes  that
the    modified   or   superseded   statement,    when   made,   constituted   a
misrepresentation, an untrue  statement of  a material  fact or  an omission  to
state a material fact that is required to be stated or that is necessary to make
a statement not

                                        2


misleading  in light of the circumstances in which it was made. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

                CERTAIN DEFINITIONS AND STATISTICAL INFORMATION

      As used in this Prospectus "skier  visit" means one guest accessing a  ski
mountain  on  any  one day  and  "unit"  means one  condominium-hotel  unit, one
townhome unit, one single-family lot or 1,000 square feet of commercial space.

      Statistical information relating to the  ski and golf industries  included
in  this Prospectus is  derived by the Company  from recognized industry reports
regularly published by industry associations and independent consulting and data
compilation organizations in these industries, including The National Ski  Areas
Association,  The Canadian  Ski Council,  the White  Book of  Ski Areas  and the
National Golf Foundation.

      In this Prospectus, unless the  context otherwise requires, the  "Company"
or  "Intrawest"  refers  to  Intrawest Corporation,  either  alone  or  with its
subsidiaries and their respective interests in joint ventures and  partnerships.
ALL DOLLAR AMOUNTS USED HEREIN ARE IN U.S. DOLLARS, UNLESS OTHERWISE STATED.

                  ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

      The  Company is a corporation continued under the laws of the Canada and a
substantial portion of its assets are  located in, and substantially all of  the
directors,  controlling persons and  officers of the Company  and certain of the
experts named  herein are  residents  of, jurisdictions  other than  the  United
States.  As a result, it may be  difficult for United States investors to effect
service within  the United  States upon  those directors,  controlling  persons,
officers or experts who are not residents of the United States, or to realize in
the  United States upon judgments of courts of the United States predicated upon
civil liability  of such  directors, controlling  persons, officers  or  experts
under United States federal securities laws. The Company has been advised by its
Canadian  counsel, McCarthy  Tetrault LLP,  that a  judgment of  a United States
court predicated solely upon civil liability  under such laws would probably  be
enforceable  in Canada  if the  United States  court in  which the  judgment was
obtained had a basis  for jurisdiction in  the matter that  was recognized by  a
Canadian  court for  such purposes.  The Company has  also been  advised by such
counsel that an action may be brought in British Columbia in the first  instance
on  the basis of civil liability predicated solely upon such laws if the British
Columbia court  is satisfied  that the  United States  is the  lex loci  delicti
(i.e., the place of the wrong) for such a claim.

                                        3


                               PROSPECTUS SUMMARY

      The  following summary is  qualified in its entirety  by reference to, and
should be  read in  conjunction with,  the more  detailed information  contained
elsewhere in this Prospectus.

                               THE EXCHANGE OFFER

SECURITIES OFFERED.........  Up to $350,000,000 principal amount of 7.50% Senior
                             Notes   due  October  15,  2013,  which  have  been
                             registered under the  Securities Act and  qualified
                             for   distribution  in  the  Provinces  of  British
                             Columbia and Ontario  in Canada. The  terms of  the
                             Exchange   Notes  are  identical  in  all  material
                             respects to the Original  Notes except for  certain
                             transfer   restrictions  and   registration  rights
                             relating to the Original Notes and except that,  in
                             the   event  that  either  (i)  an  Exchange  Offer
                             Registration Statement (as  defined herein) is  not
                             filed  with the Commission on  or prior to the 60th
                             day following  the date  of original  issue of  the
                             Original    Notes,   (ii)   such   Exchange   Offer
                             Registration Statement is not declared effective on
                             or prior to  the 180th  day following  the date  of
                             original  issue  of the  Original Notes,  (iii) the
                             Exchange Offer  is  not completed  within  45  days
                             after  the initial  effective date  of the Exchange
                             Offer Registration  Statement,  (iv)  the  Exchange
                             Offer  Registration Statement is declared effective
                             but thereafter ceases to be effective or useable or
                             (v)  certain   other   events  specified   in   the
                             Registration  Rights Agreement  occur, then special
                             interest, in addition to the interest set forth  on
                             the cover page hereof, shall accrue on the Original
                             Notes  at a per annum rate of 0.5% for the first 90
                             days of the  Registration Default Period  and at  a
                             per annum rate of 1.0% thereafter for the remaining
                             portion  of the  Registration Default  Period. Upon
                             cure  of  the  Registration  Default,  the  special
                             interest  shall no  longer accrue  and the Original
                             Notes will  bear  interest at  the  original  rate;
                             provided,  however, that if, after any such cure, a
                             different Registration Default occurs, then special
                             interest shall again accrue in accordance with  the
                             foregoing provisions. See "Description of the Notes
                             -- Exchange Offer; Registration Rights."

THE EXCHANGE OFFER.........  The  Exchange Notes  are being  offered in exchange
                             for a like principal amount of Original Notes.  The
                             issuance  of  the  Exchange  Notes  is  intended to
                             satisfy certain  obligations of  the Company  under
                             the  Registration  Rights  Agreement.  The Exchange
                             Notes will evidence the  same debt as the  Original
                             Notes  and will be issued, and holders thereof will
                             be entitled to  the same rights  as holders of  the
                             Original  Notes, under the  Indenture. The Exchange
                             Offer is not conditional upon any minimum principal
                             amount of Original Notes being tendered or accepted
                             for exchange.

TENDERS, EXPIRATION DATE;
WITHDRAWAL.................  The Exchange Offer  will expire at  5:00 p.m.,  New
                             York  City time,  on January   --  , 2004,  or such
                             later date to which it  is extended by the  Company
                             in  its  sole  discretion.  Tenders  of outstanding
                             Notes may be  withdrawn at any  time prior to  5:00
                             p.m.,  New York City time,  on the Expiration Date.
                             Any Original Notes  not accepted  for exchange  for
                             any  reason will be returned without expense to the
                             tendering   holders   thereof   as   promptly    as
                             practicable  after the expiration or termination of
                             the Exchange Offer. See "The Exchange Offer" for  a
                             description  of  the procedures  for  tendering the
                             Original Notes.

                                        4


U.S. AND CANADIAN FEDERAL
INCOME TAX CONSEQUENCES....  For United States federal  income tax purposes,  an
                             exchange  of  Original  Notes  for  Exchange  Notes
                             pursuant to  the Exchange  Offer  should not  be  a
                             taxable event for US Holders (as defined herein) of
                             Original  Notes.  The  exchange  by  a  Holder  (as
                             defined herein) of an Original Note for an Exchange
                             Note should  not  constitute a  taxable  event  for
                             Canadian  federal income tax purposes. Accordingly,
                             a Holder will not be  subject to tax in respect  of
                             the  exchange.  Further, the  payment  of interest,
                             principal or premium,  if any, to  a Holder of  the
                             Exchange   Notes  will  be   exempt  from  Canadian
                             withholding   tax.   See   "Certain   Income    Tax
                             Consequences."

USE OF PROCEEDS............  There  will  be  no cash  proceeds  payable  to the
                             Company from  the issuance  of the  Exchange  Notes
                             pursuant  to the  Exchange Offer.  The Company used
                             the net  proceeds of  approximately $343.6  million
                             received  from the  sale of  the Original  Notes to
                             retire the Company's outstanding 9.75% Senior Notes
                             due August 15,  2008 and to  reduce bank and  other
                             indebtedness of the Company.

EXCHANGE AGENT.............  JPMorgan  Chase Bank  is serving  as Exchange Agent
                             (the "Exchange  Agent")  pursuant to  the  Exchange
                             Offer.

                                        5


    CONSEQUENCES OF EXCHANGING ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFER

      The  Company is making the  Exchange Offer in reliance  on the position of
the staff of the Commission as set forth in certain no-action letters  addressed
to  other parties in other transactions. However, the Company has not sought its
own no-action  letter and  there  can be  no assurance  that  the staff  of  the
Commission would make a similar determination with respect to the Exchange Offer
as in such other circumstances. Based upon these interpretations by the staff of
the  Commission, the Company believes that Exchange Notes issued pursuant to the
Exchange Offer in exchange for Original Notes may be offered for resale,  resold
and  otherwise transferred by a  holder thereof (other than  any holder which is
(i) a broker-dealer who purchased such Original Notes directly from the  Company
for  resale  pursuant  to Rule  144A  or  other available  exemptions  under the
Securities Act,  (ii) a  broker-dealer who  acquired such  Original Notes  as  a
result of market-making or other trading activities or (iii) a person that is an
Affiliate   of  the  Company)  without  compliance  with  the  registration  and
prospectus delivery  provisions  of  the  Securities  Act,  provided  that  such
Exchange Notes are acquired in the ordinary course of such holder's business and
that  such holder is not participating,  and has no arrangement or understanding
with any person  to participate, in  a distribution (within  the meaning of  the
Securities  Act) of such Exchange Notes. Holders of Original Notes accepting the
Exchange Offer  for  the purpose  of  participating  in a  distribution  of  the
Exchange  Notes may not rely  on the position of the  staff of the Commission as
set forth  in  these  no-action  letters  and would  have  to  comply  with  the
registration  and  prospectus delivery  requirements  of the  Securities  Act in
connection with any secondary resale transaction. A secondary resale transaction
in the United States  by a holder  of Original Notes who  is using the  Exchange
Offer to participate in the distribution of Exchange Notes must be covered by an
effective   registration   statement  containing   the   selling  securityholder
information required by Item 507 of Regulation S-K under the Securities Act.

      Each broker-dealer (other than an Affiliate of the Company) that  receives
Exchange  Notes  for  its  own  account  pursuant  to  the  Exchange  Offer must
acknowledge that it  acquired the Original  Notes as a  result of  market-making
activities  or other  trading activities and  that it will  deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale  of
such  Exchange Notes. The Letter of Transmittal states that by so acknowledging,
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning  of the Securities Act even though  it
may  be deemed to be an underwriter for purposes thereof. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange  Notes received in exchange for  Original
Notes  where such Original Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has  agreed
that,  for a period  ending on the earlier  of the 180th  day after the Exchange
Offer has  been completed  or such  time  as broker-dealers  no longer  own  any
Registrable Securities (as defined in the Registration Rights Agreement) it will
make  this  Prospectus,  as  amended  or  supplemented,  available  to  any such
broker-dealer for  use  in  connection  with  any  such  resale.  See  "Plan  of
Distribution." Any broker-dealer who is an Affiliate of the Company may not rely
on  such no-action letters and must  comply with the registration and prospectus
delivery requirements of  the Securities  Act in connection  with any  secondary
resale transactions.

           EFFECT OF THE EXCHANGE OFFER ON HOLDERS OF ORIGINAL NOTES

      As  a result of the making of  the Exchange Offer, and upon acceptance for
exchange of  all  Original  Notes  that have  been  properly  tendered  and  not
withdrawn  pursuant to  the Exchange  Offer, the  Company will  have fulfilled a
covenant contained in  the Registration Rights  Agreement and, accordingly,  the
holders of the Original Notes will have no further registration rights under the
Registration  Rights Agreement,  except that, in  certain limited circumstances,
the Company  is  required to  file  with  the Commission  a  Shelf  Registration
Statement  (as defined herein). See "Description of the Notes -- Exchange Offer;
Registration Rights."  Any  Original Notes  not  tendered and  accepted  in  the
Exchange  Offer will remain outstanding and the holders thereof will be entitled
to all  the  rights and  preferences  and will  be  subject to  the  limitations
applicable  thereto  under  the  Indenture.  All  untendered,  and  tendered but
unaccepted, Original Notes will  continue to be subject  to the restrictions  on
transfer  provided for in  the Original Notes  and the Indenture.  To the extent
that Original Notes are tendered and accepted in the Exchange Offer, a  holder's
ability  to sell untendered, or tendered but unaccepted, Original Notes could be
adversely affected. See "Risk Factors -- Consequences of Failure to Exchange."

                                        6


                        SUMMARY DESCRIPTION OF THE NOTES

      The Exchange Notes will evidence the  same debt as the Original Notes  and
will  be issued, and the holders thereof will  be entitled to the same rights as
holders of the Original  Notes, under the Indenture.  The terms of the  Exchange
Notes  are identical in all  material respects to the  Original Notes except for
certain transfer restrictions and registration  rights relating to the  Original
Notes and except that, in the event of a Registration Default, special interest,
in  addition to the interest set forth on the cover page hereof, shall accrue on
the Original Notes at  a per annum  rate of 0.5%  for the first  90 days of  the
Registration  Default Period and at a per  annum rate of 1.0% thereafter for the
remaining  portion  of  the  Registration  Default  Period.  Upon  cure  of  the
Registration  Default,  the  special interest  shall  no longer  accrue  and the
Original Notes will bear interest at the original rate; provided, however,  that
if  after any such  cure, a different Registration  Default occurs, then special
interest shall again  accrue in  accordance with the  foregoing provisions.  See
"Description of the Notes -- Exchange Offer; Registration Rights."

      The  Exchange Notes will bear interest from  the later of October 15, 2003
and the last interest payment date (if any) of the Original Notes to occur prior
to the issue date  of the Exchange  Notes. Holders of  the Original Notes  whose
Original Notes are accepted for exchange pursuant to the Exchange Offer will not
receive  interest on such Original Notes for  any period subsequent to the later
of October 15, 2003 and the last  interest payment date (if any) to occur  prior
to the issue date of the Exchange Notes.

ISSUER.....................  Intrawest Corporation.

NOTES......................  $350,000,000  aggregate  principal  amount  of  the
                             Company's 7.50% Senior Notes due October 15, 2013.

MATURITY DATE..............  October 15, 2013.

INTEREST PAYMENT DATES.....  April 15 and  October 15 of  each year,  commencing
                             April 15, 2004.

OPTIONAL REDEMPTION........  The  Notes will be redeemable  at the option of the
                             Company, in whole  or in  part, at any  time on  or
                             after  October 15,  2008, at  the redemption prices
                             set forth herein, plus accrued and unpaid  interest
                             to  the date of redemption. See "Description of the
                             Notes -- Optional Redemption."

TAX REDEMPTION.............  The Notes will be redeemable by the Company at  any
                             time,  in whole but  not in part,  at the option of
                             the Company at a redemption price of 100% of  their
                             principal  amount plus accrued  and unpaid interest
                             to the date of redemption in the event the  Company
                             becomes  obligated  to pay  Additional  Amounts (as
                             defined herein)  as  a result  of  certain  changes
                             affecting    Canadian   withholding    taxes.   See
                             "Description of the  Notes -- Optional  Redemption"
                             and "-- Additional Amounts for Canadian Taxes."

CHANGE OF CONTROL..........  Upon   the  occurrence  of   a  Change  of  Control
                             Triggering Event, which requires  both a Change  of
                             Control  (as defined  herein) and  a Rating Decline
                             (as defined  herein), the  Company is  required  to
                             offer  to purchase all outstanding Notes at 101% of
                             the principal  amount  thereof,  plus  accrued  and
                             unpaid  interest  to  the  date  of  purchase.  See
                             "Description of the Notes -- Covenants -- Change of
                             Control."

ADDITIONAL AMOUNTS.........  All payments with respect to the Notes made by  the
                             Company   will  be  made   without  withholding  or
                             deduction for Canadian taxes unless required by law
                             or by the interpretation or administration thereof,
                             in which case, subject  to certain exceptions,  the
                             Company  will pay such Additional Amounts as may be
                             necessary, so that the  net amount received by  the
                             holders  after such  withholding or  deduction will
                             not be less  than the amount  that would have  been
                             received in the absence of

                                        7


                             such  withholding or deduction. See "Description of
                             the  Notes  --  Additional  Amounts  for   Canadian
                             Taxes."

RANKING....................  The   Notes   will   constitute   senior  unsecured
                             obligations  of  the   Company,  and   indebtedness
                             evidenced  by  the Notes  will  rank pari  passu in
                             right of payment with all other existing and future
                             senior unsecured  obligations  of the  Company  and
                             senior  in  right of  payment  to all  existing and
                             future  obligations   of  the   Company   expressly
                             subordinated  in  right  of payment  to  the Notes.
                             Holders of secured obligations of the Company will,
                             however, have claims that  are prior to the  claims
                             of  the holders  of the  Notes with  respect to the
                             assets securing such obligations. In addition,  the
                             Notes  will  be  effectively  subordinated  to  all
                             existing  and   future   indebtedness   and   other
                             liabilities  of the  Company's subsidiaries.  As of
                             September 30, 2003, after  giving pro forma  effect
                             to   the  sale  of  the   Original  Notes  and  the
                             application  of  the  net  proceeds  thereof,   the
                             Company  would  have had  $760.4 million  of senior
                             unsecured indebtedness and $50.8 million of  senior
                             secured indebtedness, and the Company's
                             subsidiaries  would  have  had  $777.0  million  of
                             liabilities.

CERTAIN COVENANTS..........  The Indenture contains covenants that, among  other
                             things,  limit the  ability of  the Company  or, in
                             some cases, certain of  its subsidiaries, to  incur
                             indebtedness   and  issue  preferred  shares,  make
                             restricted payments, create liens, enter into  sale
                             and  leaseback  transactions,  dispose  of  assets,
                             enter into transactions with affiliates and related
                             persons and enter into amalgamations,
                             consolidations  or   mergers   or   sell   all   or
                             substantially all of their assets. If the Notes are
                             rated  Investment  Grade  (as  defined  herein)  by
                             certain rating  agencies, all  such covenants  will
                             cease to apply, other than certain of the covenants
                             relating  to creating  liens and  to amalgamations,
                             consolidations or  mergers or  the sale  of all  or
                             substantially  all of the  Company's assets. All of
                             these limitations, however, are subject to a number
                             of important  exceptions  and  qualifications.  See
                             "Description  of  the Notes  -- Covenants"  and "--
                             Fall-away Event."

ABSENCE OF PUBLIC MARKET
FOR THE EXCHANGE NOTES.....  Although the Initial  Purchasers have informed  the
                             Company that they currently intend to make a market
                             in the Exchange Notes, they are not obligated to do
                             so,  and any such market-making may be discontinued
                             at any time without notice. Accordingly, there  can
                             be  no assurance as to the development or liquidity
                             of any market for  the Exchange Notes. The  Company
                             does  not intend to apply  for listing of the Notes
                             on any securities exchange or for quotation of  the
                             Notes through Nasdaq.

                                  RISK FACTORS

      Prospective recipients of the Exchange Notes should consider carefully the
information  set forth under "Risk Factors"  and all other information set forth
in this Prospectus in evaluating an investment in the Exchange Notes.

                             ADDITIONAL INFORMATION

      For additional information regarding the Exchange Notes, see  "Description
of the Notes" and "Certain Income Tax Considerations."

                                        8


                                  RISK FACTORS

      Participation  in the  Exchange Offer is  voluntary. In  addition to other
information set forth  elsewhere in  the Prospectus,  before tendering  Original
Notes  for Exchange Notes,  prospective recipients of  the Exchange Notes should
consider carefully the risk factors set forth below in evaluating an  investment
in the Exchange Notes.

CONSEQUENCES OF FAILURE TO EXCHANGE

      Holders  of Original  Notes who do  not exchange their  Original Notes for
Exchange Notes pursuant to the Exchange Offer will continue to be subject to the
restrictions on  transfer of  such Original  Notes as  set forth  in the  legend
thereon  as a  consequence of  the issuance  of the  Original Notes  pursuant to
exemptions  from,  or   in  transactions  not   subject  to,  the   registration
requirements  of  the  Securities  Act and  similar  requirements  of applicable
securities laws of the states of  the United States and other jurisdictions.  In
general,  the Original Notes may not be offered or sold, unless registered under
the Securities  Act  or  registered  or qualified  for  distribution  under  the
securities  laws  of  other  applicable  jurisdictions,  except  pursuant  to an
exemption therefrom or in a transaction  not subject thereto. Except in  certain
limited  circumstances provided  for in  the Registration  Rights Agreement, the
Company does not intend to register the Original Notes under the Securities  Act
or  to  register  or  qualify  for distribution  the  Original  Notes  under the
securities laws of any  such jurisdiction. In addition,  any holder of  Original
Notes  who tenders in the  Exchange Offer for the  purpose of participating in a
distribution of the  Exchange Notes may  be deemed to  have received  restricted
securities  and, if  so, will  be required to  comply with  the registration and
prospectus delivery requirements of  the Securities Act  in connection with  any
secondary resale transaction.

      Issuance of the Exchange Notes in exchange for the Original Notes pursuant
to  the Exchange Offer  will be made  only after timely  receipt by the Exchange
Agent of such Original Notes, a  properly completed and duly executed Letter  of
Transmittal and all other required documents. Therefore, holders of the Original
Notes  desiring to  tender such  Original Notes  in exchange  for Exchange Notes
should allow sufficient time to ensure timely delivery. The Company is under  no
duty  to give notification of defects  or irregularities with respect to tenders
of Original Notes for exchange. Original Notes that are not tendered or that are
tendered but not accepted by the  Company for exchange pursuant to the  Exchange
Offer,  will,  following  consummation of  the  Exchange Offer,  continue  to be
subject to the existing restrictions upon  transfer thereof provided for in  the
Original  Notes and the Indenture and,  upon consummation of the Exchange Offer,
certain registration rights under the Registration Rights Agreement relating  to
the  Original Notes  will terminate. See  "Description of the  Notes -- Exchange
Offer; Registration Rights."

      To the  extent  that Original  Notes  are  tendered and  accepted  in  the
Exchange  Offer,  a  holder's  ability  to  sell  untendered,  or  tendered  but
unaccepted, Original Notes could  be adversely affected,  and the volatility  of
the  market price of  the Original Notes  could increase, due  to a reduction in
liquidity. Although the Original Notes are  eligible for trading in the  Private
Offerings, Resales and Trading through Automated Linkages (PORTAL) market, it is
not  expected that an  active market for  the Original Notes  will develop while
they are subject to restrictions on transfer.

LEVERAGE

      As of September 30, 2003, after giving pro forma effect to the sale of the
Original Notes and  the application  of the  net proceeds  thereof, the  Company
would have had total consolidated debt of $1.23 billion and shareholders' equity
of  $703.7 million. See "Consolidated Capitalization" and "Use of Proceeds." The
Indenture permits  the  Company  and  its subsidiaries  to  incur  or  guarantee
additional  debt,  subject to  certain limitations.  There  is no  assurance the
Company's business will  generate sufficient  cash flow from  operations in  the
future to service the Company's debt and make necessary capital expenditures, in
which  case the Company may seek additional financing, dispose of certain assets
or seek to refinance some or all of its debt. There is no assurance that any  of
these alternatives could be effected, if at all, on satisfactory terms.

      The  Indenture contains  numerous financial  and operating  covenants that
limit the discretion  of management  with respect to  certain business  matters.
These covenants place significant restrictions on, among
                                        9


other  things, the ability  of the Company to  incur additional indebtedness, to
create liens or other  encumbrances, to make  certain payments and  investments,
and  to sell or otherwise dispose of  assets and merge or consolidate with other
entities. A failure to  comply with the obligations  contained in the  Indenture
could  permit acceleration  of the related  debt and acceleration  of debt under
other instruments that contain  cross-acceleration or cross-default  provisions.
See "Description of the Notes -- Covenants."

ADVERSE CONSEQUENCES OF HOLDING COMPANY STRUCTURE

      The  Company is primarily a holding company with limited material business
operations, sources of income or assets of its own other than the shares of  its
subsidiaries.  The Notes  will be  obligations exclusively  of the  Company. The
subsidiaries of the Company will not have guaranteed the payment of principal or
of  interest  on  the  Notes  and  the  Notes  will  therefore  be   effectively
subordinated to the obligations of the Company's subsidiaries as a result of the
Company  being a holding company. In the  event of an insolvency, liquidation or
other reorganization of any of the subsidiaries of the Company, the creditors of
the Company (including the holders of the Notes), as well as shareholders of the
Company, will have no right to  proceed against the assets of such  subsidiaries
or  to cause the liquidation or bankruptcy of such subsidiaries under applicable
bankruptcy laws. Creditors of such subsidiaries would be entitled to payment  in
full from such assets before the Company, as a shareholder, would be entitled to
receive  any distribution therefrom.  Except to the extent  that the Company may
itself be a creditor with recognized claims against such subsidiaries, claims of
creditors of such subsidiaries will have priority with respect to the assets and
earnings of  such subsidiaries  over the  claims of  creditors of  the  Company,
including  claims under the  Notes. As of  September 30, 2003,  after giving pro
forma effect to the sale  of the Original Notes and  the application of the  net
proceeds  thereof, the Company's  subsidiaries would have  had $777.0 million of
liabilities.

      In addition,  as a  result of  the Company  being a  holding company,  the
Company's  operating  cash flow  and its  ability  to service  its indebtedness,
including  the  Notes,  is  dependent  upon  the  operating  cash  flow  of  its
subsidiaries and the payment of funds by such subsidiaries to the Company in the
form  of loans, dividends or otherwise.  The Company's subsidiaries are distinct
legal entities  and have  no obligation,  contingent or  otherwise, to  pay  any
amounts  due pursuant  to the  Notes or  to make  any funds  available therefor,
whether by dividends, interest, loans, advances or other payments. In  addition,
the payment of dividends and the making of loans, advances and other payments to
the  Company  by its  subsidiaries may  be subject  to statutory  or contractual
restrictions (including  requirements  to  maintain minimum  levels  of  working
capital   and  other  assets),  are  contingent   upon  the  earnings  of  those
subsidiaries and are subject to various business and other considerations.

SEASONALITY OF OPERATIONS

      Ski  and  resort   operations  are   highly  seasonal.   In  fiscal   2003
approximately  67%  of  the  Company's ski  and  resort  operations  revenue was
generated during the  period from  December to March.  Furthermore, during  this
period  a significant portion of ski  and resort operations revenue is generated
on certain holidays, particularly Christmas/New Year, Presidents' Day and school
spring breaks, and  on weekends.  Problems during  these peak  periods, such  as
adverse  weather conditions, access route closures and equipment failures, could
have a material adverse effect on the Company's operating results. The Company's
real estate operations tend to be  somewhat seasonal as well, with  construction
primarily  taking place during the summer and the majority of sales being closed
in the December to  June period. Although the  Company expects its  warm-weather
resorts  to mitigate the  seasonality of ski and  resort operations revenue, the
Company's mountain resorts have operating losses and negative cash flows for the
period  from  May  to  October.  The  Company  has  revolving  lines  of  credit
aggregating  approximately $400 million on which  it can draw during this period
to finance its  working capital  requirements. The Company's  ability to  borrow
under  these  credit  facilities  is subject  to  certain  conditions, including
compliance with  certain  financial  covenants.  A  reduction  in  these  credit
facilities  could  have a  material adverse  effect  on the  Company's financial
condition and results of operations. There can be no assurance that the  Company
will continue to be able to borrow under such credit facilities.

                                        10


CAPITAL EXPENDITURES

      The  Company  operates  in  a  capital-intensive  industry  and  has  made
significant  capital  expenditures to  establish  its competitive  position. The
Company spent $39.4 million in  fiscal 2003 on acquisitions, resort  operations,
capital  improvements  and  other  investments.  The  Company  expects  to incur
approximately $20  million  to  $25  million per  year  in  ongoing  maintenance
expenditures at its mountain resorts. In addition, the Company makes significant
investments  in  connection with  its  real estate  development  activities. The
Company expects  to  make significant  capital  expenditures in  the  future  to
enhance  and maintain the operations of its  resorts and to develop its expanded
real estate  holdings. There  can be  no assurance  that the  Company will  have
adequate  funds,  from internal  or  external sources,  to  make all  planned or
required capital  expenditures.  A lack  of  available funds  for  such  capital
expenditures  could have a  material adverse effect on  the Company's ability to
implement its operating and growth strategies.

GROWTH INITIATIVES

      The Company  is currently  engaged in,  and has  plans for,  a variety  of
improvement,  expansion and development projects relating to both its resort and
real estate operations.  There can  be no assurance  (i) that  the Company  will
receive  the necessary regulatory  approvals for such projects,  (ii) as to when
such projects  will  be completed,  (iii)  that the  Company's  estimated  costs
associated with such projects will prove to be accurate or (iv) that the Company
will receive the expected benefits from such projects.

REAL ESTATE DEVELOPMENT

      In  addition to the risks described herein, the development of real estate
exposes the Company to a number of other specific risks, including the inability
to obtain  necessary  zoning  and  regulatory  approvals,  the  availability  of
construction  financing,  potential  cost  overruns  and  the  attractiveness of
properties to prospective purchasers and tenants. There can be no assurance that
market conditions will  support the  Company's planned  real estate  development
activities.

      In  February  2003, the  Company announced  that  it was  reorganizing the
manner in  which the  production phase  of its  resort real  estate  development
business   is  conducted.  In   Canada,  a  new   limited  partnership,  Leisura
Developments Limited Partnership ("Leisura Canada"), has been formed which  will
conduct Intrawest's 2003 resort real estate development business at its Canadian
resorts.  In the United  States, Intrawest has  implemented a similar structure.
Intrawest, through  a  wholly owned  subsidiary,  will hold  a  minority  equity
investment  in  Leisura Developments,  LLC  ("Leisura U.S."  and,  together with
Leisura Canada, "Leisura"). Leisura  has acquired and  will continue to  acquire
land  parcels from Intrawest at the point construction is about to commence on a
new project.  Leisura  rather than  Intrawest  is  at risk  for  cost  overruns,
completion  delays  and  purchaser  contract defaults  on  any  project  that it
purchases. By the end of  2003, it is expected  that Leisura will have  acquired
land  parcels for about 10 projects at seven resorts. In future years, Intrawest
expects to carry out the bulk of the real estate production at its resorts in  a
similar  fashion. There is  no guarantee, however, that  the Leisura entities or
entities created  for a  similar purpose  will acquire  more land  parcels  from
Intrawest in the future.

COMPETITION

      The  industries in which the Company  operates are highly competitive. The
Company's resorts compete for destination visitors with other resorts in Canada,
the United States, Europe and Japan.  They also compete for destination and  day
visitors within each resort's local market area. The competitive position of the
Company's  resorts  is dependent  upon  many variables,  including  location and
accessibility, pricing, extent and quality of resort facilities, quality of snow
conditions and  terrain,  quality  of  ski  and  golf  facilities,  service  and
reputation.  There can be no assurance  that the Company's principal competitors
will not  be  successful  in capturing  a  share  of the  Company's  present  or
potential  customer base. Intrawest  also faces competition  for destination and
day visitors from other leisure industry companies and alternative  recreational
activities.  Such  competitors may  be  better positioned  to  withstand adverse
weather or economic conditions and they may have greater financial resources  to
develop new attractions.

                                        11


UNFAVORABLE WEATHER CONDITIONS

      The  Company's  ability to  attract visitors  to  its mountain  resorts is
influenced by  weather conditions  and the  amount of  snowfall during  the  ski
season. Adverse weather conditions may discourage visitors from participating in
outdoor  activities  at the  Company's resorts.  In addition,  unseasonably warm
weather may result in inadequate natural  snowfall, which increases the cost  of
snowmaking,  and  could render  snowmaking  wholly or  partially  ineffective in
maintaining quality skiing conditions. Excessive natural snowfall may materially
increase the costs incurred for grooming  trails and may also make it  difficult
for  visitors  to obtain  access to  the  Company's mountain  resorts. Prolonged
periods of  adverse weather  conditions, or  the occurrence  of such  conditions
during  peak periods of the ski season,  could have a material adverse effect on
the Company's operating results.

ECONOMIC DOWNTURN

      Skiing and golf are discretionary recreational activities with  relatively
high  participation costs, and a deterioration of economic conditions could have
an adverse impact on the Company's resort operations. An economic downturn could
reduce spending on resort vacations and result in declines in visits and revenue
per visit. In  addition, an economic  downturn could expose  the Company's  real
estate  operations to land  risk and completed inventory  risk. Land risk arises
when land is purchased with  debt and economic conditions deteriorate  resulting
in  higher  holding  costs  and  reduced  profitability  or  loan  defaults  and
foreclosure action. Completed inventory risk arises when completed units  cannot
be  sold and construction financing cannot be  repaid. There can be no assurance
that an  economic  downturn will  not  have a  material  adverse effect  on  the
operating results of the Company's real estate operations.

WORLD EVENTS

      World  events such as the terrorist attacks on September 11, 2001, the war
in Iraq and  the SARS  outbreak disrupt  domestic and  international travel  and
reduce visits, or change the mix of visits, to our resorts. Often these types of
events  happen suddenly  and cannot be  prepared for. The  occurrence of similar
such events in the future could have a material adverse effect on the  Company's
financial condition and results of operations.

ADEQUACY OF INSURANCE COVERAGE

      All  resorts owned  by the  Company are  insured against  property damage,
business interruptions and  general liability.  There can be  no assurance  that
such  insurance will remain available to  the Company at commercially reasonable
rates or  that  the amount  of  such coverage  will  be adequate  to  cover  any
liability  incurred by the  Company. If the  Company is held  liable for amounts
exceeding the limits of its insurance  coverage or for claims outside the  scope
of  that coverage, its  business, results of  operations and financial condition
could be materially adversely affected.

DEPENDENCE ON KEY EMPLOYEES

      The success of the Company depends  in part on its senior management.  The
unanticipated departure of any key member of the Company's management team could
have  a material adverse effect on the Company's financial condition and results
of operations.

CURRENCY EXPOSURE

      Over the past several years, the Company's Canadian resort operations have
benefited from the  lower Canadian dollar,  particularly in relation  to the  US
dollar,  by making  such operations particularly  attractive to  US and European
visitors.  A  significant  increase  in  the  value  of  the  Canadian   dollar,
particularly  against the US dollar, could have a material adverse impact on the
Company's earnings from its Canadian resorts.

                                        12


      To the extent that the United States dollar proceeds from the sale of  the
Original  Notes are used to retire Canadian dollar debt and the repayment of the
Notes is dependent  on Canadian  dollar cash flows,  the Company  is exposed  to
exchange rate risk.

ABSENCE OF PUBLIC MARKETS FOR THE EXCHANGE NOTES

      Although  the  Initial  Purchasers  have informed  the  Company  that they
currently intend to make a market in the Exchange Notes, they are not  obligated
to  do so, and  any such market-making  may be discontinued  at any time without
notice. Accordingly,  there  can  be  no assurance  as  to  the  development  or
liquidity  of any market for the Exchange  Notes. The Company does not intend to
apply for listing of the  Notes on any securities  exchange or for quotation  of
the Notes through Nasdaq.

LIMITATION ON ABILITY TO PURCHASE THE NOTES FOLLOWING A CHANGE OF CONTROL
TRIGGERING EVENT

      The  Indenture provides that,  upon the occurrence of  a Change of Control
Triggering Event, the  Company will  be required to  make an  offer to  purchase
outstanding  Notes at a purchase  price equal to 101%  of their principal amount
plus accrued and unpaid interest thereon to  the date of purchase. In the  event
of a Change of Control Triggering Event, the total debt represented by the Notes
could  become due and payable. There can  be no assurance that the Company would
be able to repay or refinance such indebtedness or, if such refinancing were  to
occur,  that such refinancing  would be on  terms favorable to  the Company. See
"Description of the Notes -- Covenants -- Change of Control."

                              RECENT DEVELOPMENTS

TENDER OFFER, CONSENT SOLICITATION AND REDEMPTION OF 2008 NOTES

      On September 29, 2003, the Company  made an offer (the "Tender Offer")  to
purchase  for cash any and all of  its outstanding 9.75% Senior Notes due August
15, 2008 (the "2008  Notes"). In connection with  the Tender Offer, the  Company
also  solicited consents  (the "Consent Solicitation")  from the  holders of the
2008 Notes to the removal  of certain covenants related  to the 2008 Notes.  The
Company  offered  to  pay  $1,048.75 per  $1,000  principal  amount  (the "Total
Consideration") of 2008  Notes to holders  who tendered pursuant  to the  Tender
Offer  and provided  their consent  on or before  October 9,  2003 (the "Consent
Date"). The Total  Consideration included  a consent  fee of  $10.00 per  $1,000
principal  amount of 2008 Notes (the  "Consent Fee"). Holders who tendered their
2008 Notes  after the  Consent  Date but  on or  before  October 30,  2003  (the
"Expiration  Date") were  entitled to receive  the Total  Consideration less the
Consent Fee, or $1,038.75 per $1,000 principal amount of 2008 Notes.

      On October 10, 2003, the Company completed the Consent Solicitation,  with
a  total of $115,250,500 or 58% of the aggregate outstanding principal amount of
2008 Notes being  tendered in the  Tender Offer and  Consent Solicitation on  or
before the Consent Date. Accordingly, the Company executed a second supplemental
indenture to the indenture governing the 2008 Notes (the "2008 Note Indenture"),
the  effect  of which  was  to eliminate  substantially  all of  the restrictive
covenants contained in  the 2008  Note Indenture.  The Tender  Offer expired  on
October 30, 2003 with no further 2008 Notes being tendered.

      On  October 21, 2003, the Company announced  that it had elected to redeem
all outstanding  2008  Notes in  accordance  with the  terms  of the  2008  Note
Indenture.  The outstanding 2008  Notes were redeemed on  November 21, 2003 (the
"Redemption Date")  at a  redemption  price of  $1,048.75 per  $1,000  principal
amount  of 2008 Notes, plus all interest accrued thereon up to but excluding the
Redemption Date.

                                        13


                          CONSOLIDATED CAPITALIZATION

      The following  table sets  forth the  consolidated capitalization  of  the
Company as of September 30, 2003 (i) on an actual basis, and (ii) as adjusted to
reflect the sale by the Company of the Original Notes and the application of the
net  proceeds thereof as described under "Use of Proceeds." This table should be
read in conjunction with the  Consolidated Financial Statements incorporated  by
reference into this Prospectus.



                                                                AS OF SEPTEMBER 30, 2003
                                                              -----------------------------
                                                                ACTUAL      AS ADJUSTED(1)
                                                              ----------    ---------------
                                                                       (UNAUDITED)
                                                                 (DOLLARS IN THOUSANDS)
                                                                      
Cash and short-term deposits................................  $   89,248      $   89,248
                                                              ==========      ==========
Short-term debt(2)..........................................  $  200,657      $  182,870
                                                              ----------      ----------
Long-term debt
  Bank and other long-term debt
     Ski and resort operations..............................      86,032          86,032
     Real estate............................................      37,852          37,852
     Other..................................................     292,764         176,726
  9.75% Senior Notes due 2008...............................     200,165              --
  10.50% Senior Notes due 2010..............................     399,296         399,296
  Original Notes............................................          --         350,000
                                                              ----------      ----------
     Total long-term debt...................................   1,016,109       1,049,906
                                                              ----------      ----------
Non-controlling interest in subsidiaries....................      44,267          44,267
                                                              ----------      ----------
Total shareholders' equity(3)...............................     713,333         703,748
                                                              ----------      ----------
  Total capitalization......................................  $1,974,366      $1,980,791
                                                              ==========      ==========


---------------

(1) The  total net proceeds from the sale of the Original Notes of approximately
    $343.6 million was  used to retire  the Company's 2008  Notes and to  reduce
    bank and other indebtedness of the Company. See "Use of Proceeds."

(2) Consists of current portion of long-term debt.

(3) Does  not include (i)  4,142,900 Common Shares reserved  for issuance on the
    exercise of the then outstanding  stock options granted under the  Company's
    stock  option  plan and  (ii) 196,400  Common  Shares reserved  for issuance
    pursuant to the Company's share purchase plans.

                                USE OF PROCEEDS

      There will be no cash proceeds payable to the Company from the issuance of
the Exchange Notes  pursuant to  the Exchange Offer.  The Company  used the  net
proceeds  of approximately $343.6 million received from the sale of the Original
Notes to retire the  2008 Notes and  reduce bank and  other indebtedness of  the
Company.  The indebtedness to be repaid was incurred for maintenance and capital
expenditures, real  estate  development  projects and  other  general  corporate
purposes. The Original Notes surrendered in exchange for the Exchange Notes will
be cancelled and cannot be reissued. The issuance of the Exchange Notes will not
result in any change in the aggregate indebtedness of the Company.

                                        14


                                  THE COMPANY

      The  Company was formed by an amalgamation  on November 23, 1979 under the
Company Act  (British Columbia)  and  was continued  under the  Canada  Business
Corporations  Act on January 14,  2002. The registered office  of the Company is
located at 1300 - 777 Dunsmuir Street, Vancouver, British Columbia, Canada,  V7Y
1K2,  its  executive  office  is  located  at  Suite  800,  200  Burrard Street,
Vancouver, British Columbia, Canada, V6C 3L6  and its telephone number is  (604)
669-9777. The Company maintains a Web site at www.intrawest.com. The contents of
the Company's Web site do not form a part of this Prospectus.

OVERVIEW

      Intrawest   is   the   world's   leading   developer   and   operator   of
village-centered resorts. The  Company's principal  strength is  its ability  to
combine expertise in resort operations and real estate development. By combining
high-quality  resort  services  and amenities  with  innovative  residential and
commercial  real  estate  development,  the  Company  has  generated,  and   has
implemented  strategies that it expects will  continue to generate, increases in
the number of  visitors, return  on assets and  average selling  prices of  real
estate at its resorts.

CORPORATE STRUCTURE

      The  following  is  a list  of  the Company's  principal  subsidiaries and
partnerships   as    at   June    30,   2003,    indicating   the    place    of
incorporation/registration,   and   showing  the   percentage   equity  interest
beneficially owned by the Company.



                                                              PLACE OF            PERCENTAGE
                                                           INCORPORATION/       EQUITY INTEREST
                                                            REGISTRATION      HELD BY THE COMPANY
                                                          ----------------    -------------------
                                                                        
Blackcomb Skiing Enterprises Limited Partnership........  British Columbia        77
Whistler Mountain Resort Limited Partnership............  British Columbia        77
Mont Tremblant Resorts and Company, Limited
  Partnership...........................................       Quebec             100
IW Resorts Limited Partnership..........................  British Columbia        100
Intrawest Resort Ownership Corporation..................  British Columbia        100
Intrawest Resort Finance Corporation....................  British Columbia        100
Intrawest U.S. Holdings Inc.............................      Delaware            100
Intrawest Luxembourg S.A................................     Luxembourg           100
Intrawest Golf Holdings, Inc............................      Delaware            100
Intrawest Retail Group, Inc.............................      Colorado            100
Intrawest Resorts, Inc..................................      Delaware            100
Intrawest Sandestin Company, L.L.C. ....................      Delaware            100
Keystone/Intrawest L.L.C................................      Delaware            50
Copper Mountain, Inc....................................      Delaware            100
Mountain Creek Resort, Inc..............................     New Jersey           100
Snowshoe Mountain, Inc..................................   West Virginia          100
The Stratton Corporation................................      Vermont             100


RESORT OPERATIONS

      Intrawest's network  of  10  mountain resorts,  which  are  geographically
diversified  across North America's  major ski regions, enables  it to provide a
wide range of  distinctive vacation experiences.  The Company's resorts  include
Whistler  Blackcomb and Panorama in British  Columbia, Blue Mountain in Ontario,
Tremblant in Quebec, Stratton in Vermont, Snowshoe in West Virginia, Copper  and
Winter Park in Colorado, Mountain Creek in New Jersey and Mammoth in California.
During  the  2002/2003 ski  season the  Company's  network of  resorts generated
approximately 8.2 million skier visits, which is more than the number  generated
by  any other  North American  group of  affiliated mountain  resorts. Intrawest
holds a 45% equity interest in  Alpine Helicopters, Ltd., the parent company  of
Canadian Mountain Holidays Inc., a provider of

                                        15


helicopter  destination skiing and helicopter-assisted mountaineering and hiking
in southeastern British Columbia.

      Intrawest is also  developing and operating  the warm-weather  destination
resort   of  Sandestin,  the   largest  resort  and   residential  community  in
northwestern Florida. Intrawest  owns and  operates 17  golf courses  throughout
North America and manages an additional 12 courses.

      The  following table summarizes certain key statistics relating to each of
the Company's mountain resort locations.



                       INTRAWEST                                                 AVERAGE     SNOW-     2002/2003
                       OWNERSHIP    SKIABLE   VERTICAL               LIFTS        ANNUAL     MAKING      SKIER
       RESORT          PERCENTAGE   TERRAIN     DROP     TRAILS   (HIGH-SPEED)   SNOWFALL   COVERAGE    VISITS
       ------          ----------   -------   --------   ------   ------------   --------   --------   ---------
                          (%)       (ACRES)    (FEET)                            (INCHES)     (%)       (000'S)
                                                                               
Whistler Blackcomb...       77       7,071     5,280      227        33(15)        360          7        2,112
Mammoth..............       59.5(1)  3,500     3,100      185        35(10)        350         17        1,375
Copper...............      100       2,450     2,699      125         23(5)        255         16        1,058
Winter Park(2).......      100       2,762     3,060      134         23(8)        359         11          972
Tremblant............      100         604     2,115       92         14(7)        140         75          751
Blue Mountain........       50         251       720       34         12(4)        100         94          620
Snowshoe.............      100         224     1,598       57         14(2)        185        100          488
Stratton.............      100         583     2,003       90         16(5)        180         90          417
Mountain Creek.......      100         168     1,040       44         11(3)         90        100          357
Panorama.............      100       1,500     4,047      100          9(1)        110         40          198


---------------

(1) Each of the shareholders  of Mammoth Mountain  Ski Area ("MMSA")  (including
    the Company) has a pro rata right of first refusal to purchase any shares of
    MMSA to be sold by any other shareholder to third parties.

(2) The Company assumed control of Winter Park Resort on December 23, 2002 under
    a  60-year lease. There were a total  of 793,000 skier visits from this date
    to the end of the 2002/2003 season.

RESORT REAL ESTATE DEVELOPMENT

      Intrawest  is  North  America's   largest  mountain  resort  real   estate
developer.  The Company  owns, develops  and manages  residential and commercial
resort real estate  at each  of its resorts  and is  developing mountain  resort
villages  at Keystone in Colorado, Squaw Valley in California, Solitude in Utah,
Snowmass in Colorado  and Les  Arcs in France.  The Company  is also  developing
resort  villages at Lake Las Vegas Resort in Nevada and at Sandestin in Florida.
Intrawest owns or has rights to acquire land on which it expects to develop  and
sell  approximately 19,000  units over  the next 10  to 12  years. The Company's
resort development formula  links the staged  expansion of ski,  golf and  other
resort   operations  with  the  planning,  design  and  managed  development  of
architecturally distinct  four-season  resort villages.  The  Intrawest  formula
emphasizes  quality of  service, comprehensive  amenities, village  ambience and
other  characteristics  which  attract  visitors  and  buyers  of  real  estate.
Intrawest  has  successfully employed  this  formula at  Whistler  Blackcomb and
Tremblant and, as a  result, the villages at  these locations have become  major
attractions,  drawing  both skiers  and non-skiers.  The  Company is  at various
stages of applying its formula to the extensive developable land holdings at its
other resorts. At  many of  its resorts, the  Company also  builds and  operates
resort  club  locations  which  are  marketed  as  timeshare  vacation ownership
resorts.  Resort  club  locations  are  in  operation  at  Whistler   Blackcomb,
Tremblant, Panorama and Sandestin, and in Hawaii, Vancouver and Palm Desert.

                                        16


      The  following table summarizes certain key statistics relating to each of
the Company's resort real estate holdings.



                                                                               AS AT JUNE 30, 2003
                                      DATE       --------------------------------------------------------------------------------
                                  CONSTRUCTION                               RESIDENTIAL                              COMMERCIAL
                                   COMMENCED/                  RESIDENTIAL   UNITS HELD    COMMERCIAL   COMMERCIAL    SPACE HELD
                                  IS EXPECTED    RESIDENTIAL   UNITS UNDER   FOR FUTURE      SPACE      SPACE UNDER   FOR FUTURE
RESORT                            TO COMMENCE    UNITS SOLD    DEVELOPMENT   DEVELOPMENT   COMPLETED    DEVELOPMENT   DEVELOPMENT
------                            ------------   -----------   -----------   -----------   ----------   -----------   -----------
                                                                                            (SQ FT)       (SQ FT)       (SQ FT)
                                                                                                 
Whistler/Blackcomb(1)...........      1987          3,267           430           108       113,000       102,000             --
Tremblant.......................      1992          2,121            44         3,372       154,000            --        411,000
Keystone(2).....................      1995            983            --         1,511        95,000            --         94,000
Panorama........................      1995            452            47           748        22,000            --         10,000
Stratton........................      1997            290            59           777            --            --             --
Snowshoe........................      1997            373            61           925        38,000         9,000         48,000
Mammoth.........................      1998            513            79         2,334        61,000         4,000         35,000
Copper..........................      1998            467            38         1,288        87,000            --         65,000
Sandestin.......................      1999            830           443           892       113,000         2,000         45,000
Solitude(3).....................      1999            144            --            --         9,000            --             --
Three Peaks(4)..................      2000            188            --             5            --            --             --
Blue Mountain...................      2000            457            81         1,466        35,000        11,000         54,000
Squaw Valley....................      2000            258            --           127        67,000            --             --
Mountain Creek..................      2001             45            21         1,049            --            --        101,000
Lake Las Vegas..................      2001             --           177           788            --        58,000         60,000
Les Arcs........................      2002            102           173           455         7,000         7,000         42,000
Snowmass........................      2003             --            --           645            --            --        184,000
Winter Park.....................      2004             --            --         1,100            --            --         50,000
                                                   ------         -----        ------       -------       -------      ---------
                                                   10,490         1,653(5)     17,590(5)    801,000       193,000(5)   1,199,000(5)
                                                   ======         =====        ======       =======       =======      =========


---------------

(1) The Company has  a 77%  interest in  both Whistler  Mountain Resort  Limited
    Partnership  and in  Blackcomb Skiing  Enterprises Limited  Partnership. The
    information on  Whistler  Blackcomb  in  this table  reflects  100%  of  the
    partnerships' land holdings.
(2) The  Company  has  a  50% interest  in  a  joint venture  that  owns  and is
    developing the land at Keystone (certain  projects are at 55% and 60%).  The
    information  on Keystone in this table  reflects 100% of the joint venture's
    land holdings.
(3) The Company entered into an  option agreement with Solitude Ski  Corporation
    in September 1998 pursuant to which the Corporation has the right to acquire
    land at the base of Solitude Mountain.
(4) The  Company  has  a  50% interest  in  a  joint venture  that  owns  and is
    developing the land at Three Peaks.  The information on Three Peaks in  this
    table reflects 100% of the joint venture's land holdings.
(5) The  Company's pipeline of real  estate projects comprises residential units
    and commercial space under development and held for future development which
    aggregate 20,635 units.

                               INTEREST COVERAGE

      The interest coverage set  forth below has been  prepared and included  in
this  Prospectus in  accordance with  the disclosure  requirements of applicable
Canadian securities laws  and has  been calculated on  a pro  forma basis  after
giving  effect  to the  issuance of  the  Original Notes,  the repayment  of the
Company's 2008 Notes and other long-term debt from the proceeds of the  offering
of  Original Notes and the  repayment or redemption of  all long-term debt since
the date of the Annual Consolidated Financial Statements.

      The annual interest  requirements on  the bank and  other indebtedness  of
Intrawest (using applicable interest and exchange rates) for the 12 months ended
June  30, 2003 and for the 12 months ended September 30, 2003 were $99.1 million
and $103.8 million,  respectively. The  Company's earnings  before deduction  of
interest  on long-term debt  and income taxes  for the 12  months ended June 30,
2003 and for the 12 months ended  September 30, 2003 amounted to $120.1  million
and  $141.5 million, respectively.  These amounts are,  respectively, 1.21 times
and 1.36 times the Company's interest requirements for this period.

                                        17


                               THE EXCHANGE OFFER

      The  Original Notes  were not registered  under the Securities  Act or the
securities laws of any state of the United States, or qualified for distribution
under the securities  laws of any  province of Canada.  The Original Notes  were
offered  and sold to  "qualified institutional buyers" (as  defined in Rule 144A
under the  Securities  Act)  in  compliance  with  Rule  144A  and  in  offshore
transactions  meeting the requirements of  Rule 903 or Rule  904 of Regulation S
under the Securities Act and were  sold under private placement exemptions  from
the  prospectus  requirements  of  applicable  securities  laws  in  Canada. The
Original Notes are eligible  for trading in the  Private Offerings, Resales  and
Trading through Automated Linkages (PORTAL) market.

      The  sole purpose of the  Exchange Offer is to  fulfill the obligations of
the Company with respect to the Registration Rights Agreement which was  entered
into  in connection with the sale of  the Original Notes. Under the Registration
Rights Agreement,  the  Company  has  agreed  to  (i)  file  an  Exchange  Offer
Registration  Statement with the Commission within 60 days following the date of
original issue of the Original  Notes with respect to  an offer to exchange  the
Original  Notes  for  debt securities  of  the Company  which  are substantially
identical to  the  Original Notes,  (ii)  use its  best  efforts to  cause  such
Exchange  Offer  Registration  Statement  to  be  declared  effective  under the
Securities Act  within 180  days following  the date  of original  issue of  the
Original  Notes and (iii) use its best efforts to consummate such exchange offer
within 45  days  after  such  Exchange Offer  Registration  Statement  has  been
declared effective.

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING ORIGINAL NOTES

      Promptly  after  the  Registration  Statement  of  which  this  Prospectus
constitutes a part (which,  for purposes of  the Registration Rights  Agreement,
constitutes   an  Exchange  Offer  Registration  Statement)  has  been  declared
effective under  the Securities  Act and  a  receipt has  been issued  for  this
Prospectus by the securities regulatory authorities in the Qualifying Provinces,
the  Company will  offer the  Exchange Notes  in exchange  for surrender  of the
Original Notes. The Company will keep the Exchange Offer open for not less  than
30  calendar days after the date on which notice of the Exchange Offer is mailed
to the holders  of the Original  Notes. In substitution  for each Original  Note
properly  tendered  to  the  Company  pursuant to  the  Exchange  Offer  and not
withdrawn by the holder thereof, the  holder of such Original Note will  receive
an Exchange Note having a principal amount equal to the principal amount of such
surrendered Original Note. The Exchange Notes will evidence the same debt as the
Original  Notes and will be issued, and  holders thereof will be entitled to the
same rights as holders of the Original Notes, under the Indenture. The  Exchange
Notes  will bear  interest from  the later  of October  15, 2003  and the latest
interest payment date (if any) of the Original Notes to occur prior to the issue
date of the Exchange Notes. Holders  of the Original Notes whose Original  Notes
are  accepted  for exchange  pursuant  to the  Exchange  Offer will  not receive
interest on  such Original  Notes for  any  period subsequent  to the  later  of
October  15, 2003 and the last interest payment  date (if any) to occur prior to
the issue date of the Exchange Notes.

      The terms of the Exchange Notes are identical in all material respects  to
the  Original Notes  except for  certain transfer  restrictions and registration
rights relating to the Original Notes and except that, in the event that  either
(i) an Exchange Offer Registration Statement is not filed with the Commission on
or  prior to the 60th  day following the date of  original issue of the Original
Notes, (ii) such Exchange Offer Registration Statement is not declared effective
on or  prior to  the 180th  day  following the  date of  original issue  of  the
Original  Notes, (iii) the Exchange Offer is  not completed within 45 days after
the initial effective date  of the Exchange  Offer Registration Statement,  (iv)
the  Exchange Offer Registration Statement  is declared effective but thereafter
ceases to be effective or useable or  (v) certain other events specified in  the
Registration  Rights Agreement occur, then special  interest, in addition to the
interest set forth on the cover page hereof, shall accrue on the Original  Notes
at  a per annum rate of  0.5% for the first 90  days of the Registration Default
Period and at a per annum rate  of 1.0% thereafter for the remaining portion  of
the  Registration Default  Period. Upon  cure of  the Registration  Default, the
special interest  shall  no longer  accrue  and  the Original  Notes  will  bear
interest  at the original rate; provided, however, that if, after any such cure,
a different  Registration  Default occurs,  then  special interest  shall  again
accrue  in accordance  with the  foregoing provisions.  See "Description  of the
Notes -- Exchange Offer; Registration Rights."
                                        18


      Upon the terms and subject to the conditions set forth in this  Prospectus
and  in the  accompanying Letter of  Transmittal (which  together constitute the
Exchange Offer), the Company will accept  for exchange Original Notes which  are
validly  tendered  on or  prior  to the  Expiration  Date and  not  withdrawn as
permitted below. As used herein, the term "Expiration Date" means 5:00 p.m., New
York City time, on January  -- , 2004; provided, however, that if the Company in
its sole discretion extends the period of  time for which the Exchange Offer  is
open,  the term "Expiration  Date" means 5:00  p.m., New York  City time, on the
latest date to which the Exchange Offer is extended.

      As of the date of this Prospectus, $350 million aggregate principal amount
of Original Notes are outstanding. This Prospectus, together with the applicable
Letter of Transmittal, is first being sent on  or about December  -- , 2003,  to
all  registered holders  of Original Notes  known to the  Company. The Company's
obligation to accept Original Notes for exchange pursuant to the Exchange  Offer
is  subject to certain conditions set forth  under "-- Certain Conditions to the
Exchange Offer" below.

      Original Notes tendered in the Exchange Offer must be in denominations  of
principal amount of $1,000 or any integral multiple thereof.

      The  Company expressly reserves the right  to extend or amend the Exchange
Offer at any  time or  from time  to time  prior to  the Expiration  Date or  to
terminate  the Exchange Offer and not to  accept for exchange any Original Notes
not theretofore accepted for  exchange for any reason,  including if any of  the
events set forth below under "-- Certain Conditions to the Exchange Offer" shall
have  occurred and shall not  have been waived by  the Company. The Company will
give oral  or written  notice  of any  extension, amendment,  non-acceptance  or
termination  to the Exchange Agent  and to the holders  of the Original Notes as
promptly as  practicable,  such  notice to  such  holders  in the  case  of  any
extension  to be issued by means of a press release or other public announcement
no later than 9:00 a.m., New York City time, on the next business day after  the
previously  scheduled  Expiration Date.  During  any extension  of  the Exchange
Offer, all Original  Notes previously  tendered pursuant to  the Exchange  Offer
will remain subject to the Exchange Offer.

PROCEDURES FOR TENDERING ORIGINAL NOTES

      The  tender to the  Company of Original  Notes by a  holder thereof as set
forth below and the acceptance thereof by the Company will constitute a  binding
agreement  between  the tendering  holder  and the  Company  upon the  terms and
subject to the conditions set forth  in this Prospectus and in the  accompanying
Letter  of Transmittal. Except as set forth below, a holder who wishes to tender
Original Notes  for exchange  pursuant to  the Exchange  Offer must  transmit  a
properly  completed and duly executed Letter of Transmittal, including all other
documents required by such Letter of Transmittal, to, or an Agent's Message  (as
defined  herein) in connection with a  book-entry transfer must be completed and
received by,  the Exchange  Agent at  the address  set forth  in the  Letter  of
Transmittal  on  or  prior  to  the Expiration  Date.  In  addition,  either (i)
certificates for such  Original Notes  must be  received by  the Exchange  Agent
along with the Letter of Transmittal, (ii) a timely confirmation of a book-entry
transfer (a "Book-Entry Confirmation") of such Original Notes, if such procedure
is available, into the Exchange Agent's account at DTC (the "Book-Entry Transfer
Facility")  pursuant to the  procedure for book-entry  transfer described below,
must be received by  the Exchange Agent  on or prior to  the Expiration Date  or
(iii)  the holder must comply with  the guaranteed delivery procedures described
below. THE METHOD OF DELIVERY OF ORIGINAL NOTES, LETTERS OF TRANSMITTAL AND  ALL
OTHER  REQUIRED DOCUMENTS IS  AT THE ELECTION  AND RISK OF  THE HOLDERS. IF SUCH
DELIVERY IS BY MAIL, IT IS  RECOMMENDED THAT REGISTERED MAIL, PROPERLY  INSURED,
WITH  RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY. NO  LETTERS OF TRANSMITTAL OR ORIGINAL  NOTES
SHOULD BE SENT TO THE COMPANY.

      It  is anticipated that any financial institution that is a participant in
DTC's system may  use DTC's automated  tender offer program  to tender. In  that
event,  participants in  the program may,  instead of  physically completing and
signing the  Letter of  Transmittal and  delivering it  to the  Exchange  Agent,
transmit their acceptance of the Exchange Offer electronically. They would do so
by causing DTC to transfer the Original

                                        19


Notes to be tendered to the Exchange Agent in accordance with its procedures for
transfer. DTC would then send an Agent's Message to the Exchange Agent. The term
"Agent's  Message"  means  a  message  transmitted  by  the  Book-Entry Transfer
Facility to,  and  received  by,  the  Exchange  Agent,  forming  a  part  of  a
confirmation of a book-entry transfer, which states that the Book-Entry Transfer
Facility  has received  an express  acknowledgment from  the participant  in the
Book-Entry Transfer Facility tendering the Original Notes, that such participant
has received and agrees to  be bound by the terms  of the Letter of  Transmittal
and that the Company may enforce such agreement against such participant.

      Signatures  on a Letter of  Transmittal or a notice  of withdrawal, as the
case may  be, must  be  guaranteed unless  the  Original Notes  surrendered  for
exchange  pursuant  thereto  are tendered  (i)  by  a registered  holder  of the
Original Notes  who  has  not  completed  the  box  entitled  "Special  Issuance
Instructions"  on  the Letter  of  Transmittal or  (ii)  for the  account  of an
Eligible Institution  (as defined  below). In  the event  that signatures  on  a
Letter  of  Transmittal or  a  notice of  withdrawal, as  the  case may  be, are
required to be guaranteed,  such guarantees must  be made by a  firm which is  a
member  of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust company
having an office or correspondent in the United States or which is otherwise  an
"eligible  guarantor" institution within  the meaning of  Rule 17Ad-15 under the
United States Securities Exchange Act of  1934, as amended (the "Exchange  Act")
(collectively, "Eligible Institutions").

      All  questions as  to the validity,  form, eligibility  (including time of
receipt) and  acceptance  of  Original  Notes  tendered  for  exchange  will  be
determined  by the Company, in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Original Notes not properly tendered or to not  accept
any  particular Original  Notes which acceptance  might, in the  judgment of the
Company or its  counsel, be  unlawful. The  Company also  reserves the  absolute
right to waive any defects or irregularities or conditions of the Exchange Offer
as  to any particular Original Notes either  before or after the Expiration Date
(including the  right to  waive the  ineligibility of  any holder  who seeks  to
tender  Original Notes in  the Exchange Offer). The  interpretation of the terms
and conditions of the Exchange Offer as to any particular Original Notes  either
before or after the Expiration Date (including the Letter of Transmittal and the
instructions  thereto) by the Company shall be final and binding on all parties.
Unless waived,  any defects  or  irregularities in  connection with  tenders  of
Original  Notes for exchange must be cured within such reasonable period of time
as the Company shall determine. Neither the Company, the Exchange Agent nor  any
other  person shall  be under  any duty  to give  notification of  any defect or
irregularity with respect  to any  tender of  Original Notes  for exchange,  nor
shall any of them incur any liability for failure to give such notification.

      If  Original Notes  are registered in  the name  of a person  other than a
signer of the Letter of Transmittal, the Original Notes surrendered for exchange
must be endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form  as determined by the Company in  its
sole  discretion,  duly executed  by the  registered  holder with  the signature
thereon guaranteed by an Eligible Institution.

      If the Letter of Transmittal or  any Original Notes or powers of  attorney
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers  of  corporations or  others acting  in  a fiduciary  or representative
capacity, such persons should  so indicate when signing,  and, unless waived  by
the  Company, proper evidence satisfactory to  the Company of their authority to
so act must be submitted.

      In all  cases, issuance  of Exchange  Notes for  Original Notes  that  are
accepted  for exchange pursuant  to the Exchange  offer will be  made only after
timely receipt by the Exchange Agent of certificates for such Original Notes  or
a  timely Book-Entry Confirmation of such Original Notes in the Exchange Agent's
account at  the Book-Entry  Transfer  Facility, a  properly completed  and  duly
executed  Letter of Transmittal  and all other required  documents or an Agent's
Message. If any  tendered Original  Notes are not  accepted for  any reason  set
forth in the terms and conditions of the Exchange Offer or if Original Notes are
submitted  for a greater  principal amount than the  holder desires to exchange,
such unaccepted or non-exchanged Original Notes will be returned without expense
to the tendering holder thereof (or, in  the case of Original Notes tendered  by
book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer
Facility

                                        20


pursuant  to  the  book-entry  procedures  described  below,  such non-exchanged
Original Notes will be  credited to an account  maintained with such  Book-Entry
Transfer   Facility)  as  promptly  as   practicable  after  the  expiration  or
termination of the Exchange Offer.

BOOK-ENTRY TRANSFER

      The Exchange  Agent will  make  a request  to  establish an  account  with
respect  to each of the  Original Notes at the  Book-Entry Transfer Facility for
purposes of the Exchange Offer within two  business days after the date of  this
Prospectus,  and  any  financial  institution  that  is  a  participant  in  the
Book-Entry Transfer Facility  system may  make book-entry  delivery of  Original
Notes  by causing DTC to transfer such  Original Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility in accordance with DTC's  procedures
for  transfer.  However, although  delivery of  Original  Notes may  be effected
through book-entry transfer at the Book-Entry Transfer Facility, the  applicable
Letter  of  Transmittal  or  facsimile  thereof,  with  any  required  signature
guarantees and any other required documents, or an Agent's Message, must, in any
case, be transmitted to and  received by the Exchange  Agent at the address  set
forth  in the Letter  of Transmittal on or  prior to the  Expiration Date or the
guaranteed delivery procedures described below must be complied with.

GUARANTEED DELIVERY PROCEDURES

      If a registered holder of Original  Notes desires to tender such  Original
Notes  and the Original  Notes are not  immediately available, or  time will not
permit such holder's  Original Notes or  other required documents  to reach  the
Exchange  Agent  before the  Expiration Date,  or  the procedure  for book-entry
transfer cannot be completed on a timely basis, a tender may be effected if  (i)
the tender is made through an Eligible Institution, (ii) prior to the Expiration
Date,  the Exchange  Agent received  from such  Eligible Institution  a properly
completed and duly executed Letter of  Transmittal (or a facsimile thereof)  and
Notice of Guaranteed Delivery, substantially in the form provided by the Company
(by  telegram, telex, facsimile transmission, or mail or hand delivery), setting
forth the name and  address of the  holder of Original Notes  and the amount  of
Original  Notes  tendered, stating  that the  tender is  being made  thereby and
guaranteeing that  within five  New York  Stock Exchange  ("NYSE") trading  days
after  the  date  of  execution  of  the  Notice  of  Guaranteed  Delivery,  the
certificates for  all physically  tendered Original  Notes, in  proper form  for
transfer,  or  a Book-Entry  Confirmation, as  the  case may  be, and  any other
documents required  by  the Letter  of  Transmittal  will be  deposited  by  the
Eligible Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Original Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and all other documents required by the Letter
of Transmittal, are received by the Exchange Agent within five NYSE trading days
after the date of execution of the Notice of Guaranteed Delivery.

TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL

      The  Letter  of Transmittal  contains, among  other things,  the following
terms and conditions, which are part of the Exchange Offer.

      Without disposing of the debt evidenced  by the Original Notes, the  party
tendering  Original  Notes  for exchange  pursuant  to the  Exchange  Offer (the
"Transferor") will  exchange, assign  and  transfer the  Original Notes  to  the
Company  and  irrevocably  constitute  and appoint  the  Exchange  Agent  as the
Transferor's agent  and  attorney-in-fact to  cause  the Original  Notes  to  be
assigned,  transferred and exchanged. The  Transferor will represent and warrant
that it has full  power and authority to  tender, exchange, assign and  transfer
the  Original Notes and to acquire Exchange  Notes issuable upon the exchange of
such tendered Original Notes, and that, when the same are accepted for exchange,
the Company will acquire  good and unencumbered title  to the tendered  Original
Notes,  free and clear of all  liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The Transferor will also warrant that it will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to  complete the exchange, assignment and  transfer
of tendered Original Notes. The Transferor will further agree that acceptance of
any tendered Original Notes by the Company and the issuance of Exchange Notes in
exchange therefor shall constitute performance in full by the Company of certain
obligations under the Registration Rights Agreement

                                        21


and that the Company shall have no further obligations or liabilities thereunder
(except in certain limited circumstances).

      All  authority  conferred  by the  Transferor  will survive  the  death or
incapacity of the  Transferor and every  obligation of the  Transferor shall  be
binding upon the heirs, legal representative, successors, assigns, executors and
administrators of such Transferor.

      By  tendering Original Notes and executing  the Letter of Transmittal, the
Transferor will certify that it is not  an Affiliate of the Company, that it  is
not  a broker-dealer that owns Original Notes acquired directly from the Company
or any Affiliate of the Company, that  it is acquiring the Exchange Notes  under
the Exchange Offer in the ordinary course of such Transferor's business and that
such  Transferor is not  participating, and has  no arrangement or understanding
with any person to participate, in a distribution of such Exchange Notes.

WITHDRAWAL RIGHTS

      Tenders of  Original Notes  may be  withdrawn  at any  time prior  to  the
Expiration Date.

      For  a withdrawal to be effective, a  written notice of withdrawal must be
received by  the Exchange  Agent  at the  address set  forth  in the  Letter  of
Transmittal.  Any such notice of withdrawal must  specify the name of the person
having tendered the Original Notes to be withdrawn, identify the Original  Notes
to  be withdrawn  (including the principal  amount of such  Original Notes), and
(where certificates for Original Notes  have been transmitted) specify the  name
in  which such  Original Notes  are registered,  if different  from that  of the
withdrawing holder. If certificates  for Original Notes  have been delivered  or
otherwise  identified to the Exchange Agent, then,  prior to the release of such
certificates the withdrawing holder must also  submit the serial numbers of  the
particular  certificates to be withdrawn and  a signed notice of withdrawal with
signatures guaranteed  by  an Eligible  Institution  unless such  holder  is  an
Eligible  Institution.  If Original  Notes have  been  tendered pursuant  to the
procedure for book-entry transfer described above, any notice of withdrawal must
specify the name and number of  the account at the Book-Entry Transfer  Facility
to  be credited with the withdrawn Original  Notes and otherwise comply with the
procedures of  such  facility.  All  questions as  to  the  validity,  form  and
eligibility  (including time of  receipt) of such notices  will be determined by
the Company, in  its sole  discretion, which  determination shall  be final  and
binding  on all parties. Any  Original Notes so withdrawn  will be deemed not to
have been validly tendered for exchange for purposes of the Exchange Offer.  Any
Original Notes which have been tendered for exchange but which are not exchanged
for  any reason  will be  returned to  the holder  thereof without  cost to such
holder (or, in the case of  Original Notes tendered by book-entry transfer  into
the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry  transfer  procedures described  above, such  Original Notes  will be
credited to an account maintained with such Book-Entry Transfer Facility for the
Original Notes) as soon as practicable after withdrawal, rejection of tender  or
termination  of the  Exchange Offer.  Properly withdrawn  Original Notes  may be
re-tendered by following one  of the procedures  described under "--  Procedures
for  Tendering Original Notes" above  at any time on  or prior to the Expiration
Date.

ACCEPTANCE OF ORIGINAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

      Upon the terms and  subject to the conditions  of the Exchange Offer,  the
acceptance for exchange of Original Notes validly tendered and not withdrawn and
the  issuance of the Exchange  Notes will be made  promptly after the Expiration
Date. For the purposes  of the Exchange  Offer, the Company  shall be deemed  to
have  accepted for exchange validly tendered Original  Notes when, as and if the
Company has given oral or written notice thereof to the Exchange Agent.

      The Exchange Agent will act as agent for the tendering holders of Original
Notes for the purposes of receiving Exchange Notes from the Company and  causing
the  Original Notes to be assigned, transferred and exchanged, without disposing
of the debt evidenced by the Original  Notes. Upon the terms and subject to  the
conditions  of the Exchange  Offer, delivery of  Exchange Notes to  be issued in
exchange for accepted Original Notes will be made by the Exchange Agent promptly
after acceptance of the tendered Original Notes.

                                        22


CERTAIN CONDITIONS TO THE EXCHANGE OFFER

      Notwithstanding any other  provision of  the Exchange  Offer, the  Company
shall  not be  required to accept  for exchange,  or to issue  Exchange Notes in
exchange for, any Original Notes and may terminate or amend the Original  Offer,
if  at any time before the acceptance of such Original Notes for exchange or the
exchange of the  Exchange Notes for  such Original Notes,  any of the  following
events shall occur:

     (a)    the  Exchange  Offer  violates  applicable  law  or  any  applicable
        interpretation of the staff of the Commission;

     (b)  an action  or proceeding shall have  been instituted or threatened  in
        any  court or by  any governmental agency  which might materially impair
        the ability of  the Company  to proceed with  the Exchange  Offer, or  a
        material  adverse development shall have occurred in any existing action
        or proceeding with respect to the Company; or

     (c)   all  governmental  approvals  shall not  have  been  obtained,  which
        approvals  the  Company  deems  necessary for  the  consummation  of the
        Exchange Offer.

      The foregoing conditions are for the  sole benefit of the Company and  may
be  asserted by the Company  regardless of the circumstances  giving rise to any
such condition or may be waived by the  Company in whole or in part at any  time
and  from time to time in its reasonable judgment. The failure by the Company at
any time to exercise any of the foregoing rights shall not be deemed a waiver of
any such right and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time.

      In addition, the Company will not  accept for exchange any Original  Notes
tendered, and no Exchange Notes will be issued in exchange for any such Original
Notes,  if at such time any stop or  cease trade order shall be threatened or in
effect with  respect to  the  Registration Statement  of which  this  Prospectus
constitutes  a part, this Prospectus or the qualification of the Indenture under
the United States Trust Indenture Act of 1939, as amended (the "Trust  Indenture
Act").

      The Exchange Offer is not conditioned upon any minimum principal amount of
Original Notes being tendered or accepted for exchange.

EXCHANGE AGENT

      JPMorgan  Chase  Bank has  been appointed  as the  Exchange Agent  for the
Exchange Offer. All executed  Letters of Transmittal should  be directed to  the
Exchange  Agent at the address set forth in the Letter of Transmittal. Questions
and requests for assistance, requests  for additional copies of this  Prospectus
or  of the Letter of Transmittal and requests for Notices of Guaranteed Delivery
should be directed to the Exchange Agent addressed as follows:

                      BY MAIL, HAND OR OVERNIGHT DELIVERY:
                              JPMORGAN CHASE BANK
                               1301 FIFTH AVENUE
                                   SUITE 3410
                               SEATTLE, WA 98101
                          ATTENTION: MICHAEL A. JONES
                           FACSIMILE: (206) 624-3867
                      CONFIRM BY TELEPHONE: (206) 903-4908

      DELIVERY TO  AN  ADDRESS  OTHER  THAN  AS  SET  FORTH  IN  THE  LETTER  OF
TRANSMITTAL  OR TRANSMISSION  OF INSTRUCTIONS  VIA FACSIMILE  OTHER THAN  AS SET
FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

                                        23


SOLICITATION OF TENDERS; EXPENSES

      The Company  has  not retained  any  dealer-manager or  similar  agent  in
connection  with the Exchange  Offer and will  not make any  payment to brokers,
dealers, or others  soliciting acceptances  of the Exchange  Offer. The  Company
will,  however, pay certain other expenses to be incurred in connection with the
Exchange  Offer,  including  the  fees  and  expenses  of  the  Exchange  Agent,
accounting and certain legal fees.

      No  person has  been authorized  to give  any information  or to  make any
representations in connection with the Exchange Offer other than those contained
in this Prospectus. If given or made, such information or representations should
not be  relied  upon as  having  been authorized  by  the Company.  Neither  the
delivery  of this  Prospectus nor any  exchange made hereunder  shall, under any
circumstances, create  any implication  that there  has been  no change  in  the
business  or  affairs of  the Company  since  the respective  dates as  of which
information is given herein. The Exchange Offer  is not being made to (nor  will
tenders  be accepted  from or  on behalf  of) holders  of Original  Notes in any
jurisdiction in which the making of the Exchange Offer or the acceptance thereof
would not be  in compliance  with the laws  of such  jurisdiction. However,  the
Company  may, in its  discretion, take such  action as it  may deem necessary to
make the Exchange Offer in any  such jurisdiction and extend the Exchange  Offer
to  holders  of Original  Notes in  such jurisdiction.  In any  jurisdiction the
securities laws or blue sky laws of which require the Exchange Offer to be  made
by  a licensed broker or  dealer, the Exchange Offer is  being made on behalf of
the Company by  one or  more registered brokers  or dealers  which are  licensed
under the laws of such jurisdiction.

TRANSFER TAXES

      Holders  who  tender their  Original Notes  for  exchange pursuant  to the
Exchange Offer will  not be obligated  to pay any  transfer taxes in  connection
therewith,  except that  holders who instruct  the Company  to register Exchange
Notes in  the name  of,  or request  that Original  Notes  not tendered  or  not
accepted  in  the  Exchange  Offer  be returned  to,  a  person  other  than the
registered  tendering  holder  will  be  responsible  for  the  payment  of  any
applicable transfer tax thereon.

CONSEQUENCES OF FAILURE TO EXCHANGE

      Holders  of Original  Notes who do  not exchange their  Original Notes for
Exchange Notes pursuant to the Exchange Offer will continue to be subject to the
restrictions on  transfer of  such Original  Notes as  set forth  in the  legend
thereon  as a  consequence of  the issuance  of the  Original Notes  pursuant to
exemptions  from,  or   in  transactions  not   subject  to,  the   registration
requirements  of  the Securities  Act,  and similar  requirements  of applicable
securities laws of the states of  the United States and other jurisdictions.  In
general,  the Original Notes may not be offered or sold, unless registered under
the Securities  Act  or  registered  or qualified  for  distribution  under  the
securities  laws  of  other  applicable  jurisdictions,  except  pursuant  to an
exemption therefrom or in a transaction  not subject thereto. Except in  certain
limited  circumstances provided  for in  the Registration  Rights Agreement, the
Company does not intend to register the Original Notes under the Securities  Act
or  to  register  or  qualify  for distribution  the  Original  Notes  under the
securities laws of any  such jurisdiction. In addition,  any holder of  Original
Notes  who tenders in the  Exchange Offer for the  purpose of participating in a
distribution of the  Exchange Notes may  be deemed to  have received  restricted
securities  and, if  so, will  be required to  comply with  the registration and
prospectus delivery requirements of  the Securities Act  in connection with  any
secondary resale transaction.

      Original Notes that are not tendered or that are tendered but not accepted
by  the Company  for exchange  pursuant to  the Exchange  Offer, will, following
consummation of  the Exchange  Offer, continue  to be  subject to  the  existing
restrictions  upon transfer thereof  provided for in the  Original Notes and the
Indenture and, upon  consummation of  the Exchange  Offer, certain  registration
rights  under the Registration  Rights Agreement relating  to the Original Notes
will terminate. See "Description  of the Notes  -- Exchange Offer;  Registration
Rights."

      To  the  extent  that Original  Notes  are  tendered and  accepted  in the
Exchange  Offer,  a  holder's  ability  to  sell  untendered,  or  tendered  but
unaccepted,  Original Notes could  be adversely affected,  and the volatility of
the market price of  the Original Notes  could increase, due  to a reduction  in
liquidity. Although the Original
                                        24


Notes  are eligible  for trading in  the Private Offerings,  Resales and Trading
through Automated Linkages (PORTAL)  market, it is not  expected that an  active
market   for  the  Original  Notes  will  develop  while  they  are  subject  to
restrictions on transfer.

OTHER

      Participation in the Exchange Offer is voluntary, and holders of  Original
Notes  should carefully consider whether to accept the Exchange Offer and tender
their Original Notes. Holders of the  Original Notes are urged to consult  their
financial and tax advisors in making their own decisions on what action to take.

                                        25


                            DESCRIPTION OF THE NOTES

      The  Exchange Notes, like  the Original Notes,  are to be  issued under an
indenture (the  "Indenture") dated  as of  October 9,  2003 among  the  Company,
JPMorgan Chase Bank, as U.S. Trustee (the "U.S. Trustee"), and CIBC Mellon Trust
Company,  as Canadian Trustee (the "Canadian Trustee" and together with the U.S.
Trustee, each a "Trustee," and collectively, the "Trustees"). The Exchange Notes
will evidence the same debt  as the Original Notes and  will be issued, and  the
holders  thereof will be entitled to the  same rights as holders of the Original
Notes, under the Indenture. The terms of the Exchange Notes are identical in all
material respects to the Original Notes except for certain transfer restrictions
and registration rights relating to the  Original Notes and except that, in  the
event that either (i) an Exchange Offer Registration Statement is not filed with
the  Commission on or prior to the 60th day following the date of original issue
of the Original Notes,  (ii) such Exchange Offer  Registration Statement is  not
declared  effective on or prior to the  180th day following the date of original
issue of the Original Notes, (iii) the Exchange Offer is not completed within 45
days after  the  initial  effective  date of  the  Exchange  Offer  Registration
Statement,  (iv) the Exchange Offer Registration Statement is declared effective
but thereafter ceases  to be effective  or useable or  (v) certain other  events
specified  in the Registration Rights Agreement occur, then special interest, in
addition to the interest set forth on the cover page hereof, shall accrue on the
Original Notes  at a  per  annum rate  of 0.5%  for  the first  90 days  of  the
Registration  Default Period and at a per  annum rate of 1.0% thereafter for the
remaining  portion  of  the  Registration  Default  Period.  Upon  cure  of  the
Registration  Default,  the  special interest  shall  no longer  accrue  and the
Original Notes will bear interest at the original rate; provided, however,  that
if,  after any such cure, a  different Registration Default occurs, then special
interest shall  again  accrue  in  accordance  with  the  foregoing  provisions.
Accordingly,   unless  specifically  stated  to   the  contrary,  the  following
description applies equally to all Notes.  A copy of the Indenture is  available
upon request from the Company. The Indenture is subject to the provisions of the
Canada Business Corporations Act and, consequently, is exempt from the operation
of  certain  provisions  of  the  Trust Indenture  Act,  pursuant  to  Rule 4d-9
thereunder. The statements  under this  caption relating  to the  Notes and  the
Indenture  are summaries and do not purport  to be complete, and are subject to,
and are qualified in their entirety by  reference to, all the provisions of  the
Indenture  including the definitions of  certain terms therein. Unless otherwise
indicated, references under  this caption  to sections, "sec."  or articles  are
references to the Indenture. Where reference is made to particular provisions of
the  Indenture or to defined terms not otherwise defined herein, such provisions
or defined terms are incorporated herein by reference.

      For the purposes of this "Description of the Notes" all references  herein
to  "Notes" shall be deemed to refer  collectively to the Original Notes and the
Exchange Notes and any references to the date of the Indenture refer to  October
9,  2003,  in each  case  unless otherwise  indicated  or the  context otherwise
requires.

GENERAL

      The Notes will  be senior unsecured  obligations of the  Company and  will
mature  on  October 15,  2013. The  Notes will  be issued  initially in  a total
principal amount of $350 million. The Company may issue additional notes of  the
same series under the Indenture from time to time, subject to the "Limitation on
Debt  and Preferred Shares" covenant, without the  consent of the holders of the
Notes. The Notes  and any additional  notes of this  series subsequently  issued
under the Indenture will be treated as a single class for all purposes under the
Indenture,  including, without limitation,  waivers, amendments, redemptions and
offers to purchase.

      The Notes bear interest at the rate per annum shown on the front cover  of
this  Prospectus from  October 9,  2003, payable  semi-annually on  April 15 and
October 15 of each year, commencing April 15, 2004, to the Person in whose  name
the Note (or any predecessor Note) is registered at the close of business on the
preceding April 1 or October 1, as the case may be. The Notes will bear interest
on  overdue principal and premium, if any,  and, to the extent permitted by law,
overdue interest  at  the rate  per  annum shown  on  the front  cover  of  this
Prospectus  plus 1%. Interest  on the Notes will  be computed on  the basis of a
360-day year  of twelve  30-day months.  The  yearly rate  of interest  that  is
equivalent to the rate payable under the Notes is the rate payable multiplied by
the actual number of days in the year and divided by 360 and is disclosed herein
solely  for the purpose of providing the disclosure required by the Interest Act
(Canada). (sec.sec. 301, 309 and 312)
                                        26


      Principal of  and premium,  if any,  and  interest on  the Notes  will  be
payable,  and  the  Notes may  be  presented  for registration  of  transfer and
exchange, at the office or agency of the Company maintained for that purpose  in
the  Borough of Manhattan, The City of New York, provided that, at the option of
the Company, payment of interest on the Notes may be made by check mailed to the
address of the Person entitled thereto as it appears in the Note Register. Until
otherwise designated by the Company, such office or agency will be the corporate
trust office of the U.S. Trustee, as Paying Agent and Registrar. (sec.sec.  301,
305 and 1002)

      The  Notes will  be issued in  fully registered form,  without coupons, in
denominations of $1,000 and any integral multiple thereof. (sec. 302) No service
charge will be made for any registration  of transfer or exchange of Notes,  but
the  Company may require payment  of a sum sufficient to  cover any tax or other
governmental charge payable in connection therewith. (sec. 305)

      Upon any  exchange  of Original  Notes  for  a like  principal  amount  of
Exchange  Notes in  connection with  the Exchange  Offer, the  Original Notes so
exchanged shall be cancelled and shall  no longer be deemed outstanding for  any
purpose. The Original Notes and the Exchange Notes shall constitute one class of
securities  for all purposes under the Indenture, including, without limitation,
amendments, waivers  and redemptions  and the  Original Notes  and the  Exchange
Notes shall evidence the same indebtedness created upon issuance of the Original
Notes.

RANKING

      The  Notes  will  be  senior  unsecured  obligations  of  the  Company and
indebtedness evidenced by  the Notes will  rank pari passu  in right of  payment
with  all other existing and future  senior unsecured obligations of the Company
and senior in right  of payment to  all existing and  future obligations of  the
Company  expressly subordinated  in right  of payment  to the  Notes. Holders of
secured obligations of the Company will, however, have claims that are prior  to
the  claims of the holders of the Notes with respect to the assets securing such
obligations. In  addition, the  Notes effectively  will be  subordinated to  all
existing  and  future  indebtedness  and  other  liabilities  of  the  Company's
Subsidiaries. As of  September 30, 2003,  after giving pro  forma effect to  the
sale of the Original Notes and the application of the net proceeds of such sale,
the  Company would  have had  approximately $760.4  million of  senior unsecured
indebtedness and $50.8 million of senior secured indebtedness, and the Company's
Subsidiaries would have had $777.0 million of liabilities.

OPTIONAL REDEMPTION

       General

      The Notes will be subject to redemption  at the option of the Company,  in
whole or in part, at any time on or after October 15, 2008 and prior to maturity
upon  not less than  30 nor more than  60 days' notice mailed  to each Holder of
Notes to be redeemed at such Holder's address appearing in the Note Register, in
amounts of $1,000 or an integral multiple of $1,000, at the following Redemption
Prices (expressed as percentages of the principal amount) plus accrued  interest
to  but excluding the Redemption Date (subject to the right of Holders of record
on the  relevant Regular  Record Date  to receive  interest due  on an  Interest
Payment Date that is on or prior to the Redemption Date), if redeemed during the
12-month period beginning October 15 of the years indicated:



                                                               REDEMPTION
YEAR                                                             PRICE
----                                                           ----------
                                                            
2008........................................................     103.75%
2009........................................................     102.50%
2010........................................................     101.25%
2011 and thereafter.........................................     100.00%


      If  less than all the Notes are to be redeemed, the Trustees shall select,
in such manner as they shall deem fair and appropriate, the particular Notes  to
be  redeemed or any portion  thereof that it is  an integral multiple of $1,000.
(sec.sec. 204, 1101, 1104, 1105 and 1007)

                                        27


      The Notes will not have the benefit of any sinking fund obligations.

       Redemption for Changes in Canadian Withholding Tax

      The Notes will be subject to redemption at the option of the Company, as a
whole but not in part, at any time upon not less than 30 nor more than 60  days'
notice  mailed to each  Holder of Notes  at the addresses  appearing in the Note
Register at a  redemption price equal  to 100%  of the principal  amount of  the
Notes  plus accrued interest to but excluding the Redemption Date if the Company
has become or would become obligated to pay on the next date on which any amount
would be payable under or with respect to the Notes, any Additional Amounts as a
result of  any change  or  amendment to  the  laws (or  regulations  promulgated
thereunder)  of Canada (or any political subdivision or taxing authority thereof
or therein), or any change in  or interpretation or administration of such  laws
or  regulations by the  relevant taxing authority, which  change or amendment is
announced or  becomes effective  on or  after  the date  of the  Indenture.  See
"-- Additional Amounts for Canadian Taxes." (sec. 1101)

FALL-AWAY EVENT

      In  the event that the Notes are rated Investment Grade by Moody's and S&P
and no Event of Default  or Default shall have  occurred and be continuing  (the
occurrence  of  the  foregoing events,  being  collectively referred  to  as the
"Fall-away Event"), upon  the request of  the Company certain  of the  covenants
described  under "-- Covenants" will no longer  be applicable to the Company and
its Restricted  Subsidiaries.  The covenants  that  will be  released  upon  the
Fall-away  Event are "Limitation  on Debt and  Preferred Shares," "Limitation on
Sale  and  Leaseback   Transactions,"  "Limitation   on  Restricted   Payments,"
"Limitation  on Asset  Dispositions," "Transactions with  Affiliates and Related
Persons," "Change of Control" and  clauses (iii) and (iv) under  "Amalgamations,
Mergers,  Consolidations and  Certain Sales  of Assets."  As a  result, upon the
occurrence of the Fall-away  Event the Notes will  be entitled to  substantially
less covenant protection. (sec. 1019)

COVENANTS

      The  Indenture provides  that all  of the  following restrictive covenants
will be applicable  to the Company  and its Restricted  Subsidiaries unless  and
until  the Fall-away Event occurs.  In such event, the  Company will be released
from its  obligations  to  comply  with certain  of  the  restrictive  covenants
described below as well as certain other obligations. See "-- Fall-away Event."

       Limitation on Debt and Preferred Shares

      The  Company may  not Incur  any Debt, and  may not  permit any Restricted
Subsidiary to Incur any Debt or issue any Preferred Shares, unless, after giving
pro forma  effect  to the  Incurrence  of such  Debt  or the  issuance  of  such
Preferred  Shares and the  receipt and application of  the proceeds thereof, (i)
the Consolidated Cash Flow Coverage Ratio  of the Company would be greater  than
1.5  to 1 and  (ii) the Consolidated Net  Debt Ratio of the  Company would be no
greater than 0.6 to 1 (clauses (i) and (ii) above, collectively being the  "Debt
Incurrence Provisions").

      Notwithstanding  the foregoing limitation, the  Company and any Restricted
Subsidiary will be permitted to Incur and issue the following:

     (a)  Debt evidenced by the Notes;

     (b)  Debt of  the Company  to any  Restricted Subsidiary  and Debt  of  any
          Restricted  Subsidiary  to,  or  Preferred  Shares  of  any Restricted
          Subsidiary owned by, the Company or another Restricted Subsidiary;

     (c)  Debt Incurred or Preferred Shares  issued by a Person and  outstanding
          at the time such Person became a Restricted Subsidiary, or such Person
          is  merged into  a Restricted  Subsidiary, or  a Restricted Subsidiary
          merges into  or consolidates  or amalgamates  with such  Person (in  a
          transaction  in which the resulting entity  is or becomes a Restricted
          Subsidiary), excluding Debt or
                                        28


        Preferred  Shares  Incurred  or  issued  as  consideration  for  or   in
        anticipation of, or to provide all or any portion of the funds or credit
        support utilized or necessary to consummate, the transaction pursuant to
        which  such  Person  becomes  a Restricted  Subsidiary  or  such merger,
        consolidation or amalgamation;

     (d)  Debt Incurred by the Company or any Restricted Subsidiary secured by a
          Lien on an asset and outstanding  at the time such asset was  acquired
          by  the Company or any  Restricted Subsidiary, excluding Debt incurred
          in connection with the  transaction pursuant to  which such asset  was
          acquired;

     (e)  Debt  of the  Company or  any Restricted  Subsidiary Incurred  under a
          Qualifying Construction Loan;

     (f)  Debt of the Company or  any Restricted Subsidiary Incurred to  finance
          the  estimated costs  of development, construction  or installation of
          recreational  or  related   facilities  or  amenities   of  a   resort
          (including, for greater certainty, alpine, cross-country or wilderness
          ski  facilities,  golf  facilities,  employee  housing  facilities  or
          hotels), provided that (i) the principal amount of such Debt does  not
          exceed  100% of such estimated costs  plus any expenses to be Incurred
          in connection with  the Incurrence of  such Debt, (ii)  all such  Debt
          could  have been Incurred under the  Debt Incurrence Provisions on the
          date the first Cdn.$1.00 of  such Debt was Incurred (the  "Development
          Start  Date") and  (iii) for  purpose of  the calculation  of the Debt
          Incurrence Provisions, the  full amount of  Debt Incurred pursuant  to
          this  clause  (f) on  or  after the  Development  Start Date  shall be
          considered to be outstanding as  of the Development Start Date  giving
          pro  forma effect to  the utilization thereof to  finance the costs of
          development,  construction  or  installation  of  such  facilities  or
          amenities;

     (g)  Debt  of the Company or any Restricted Subsidiary Incurred pursuant to
          any revolving credit facility existing or committed at the date of the
          Indenture or any revolving credit facility which becomes available  to
          the  Company  or  any  Restricted Subsidiary  after  the  date  of the
          Indenture; provided  that (i)  with respect  to any  revolving  credit
          facility  which  becomes available  to the  Company or  any Restricted
          Subsidiary after the date  of the Indenture, the  full amount of  such
          revolving  credit facility  could have  been Incurred  pursuant to the
          Debt Incurrence Provisions as of the date the first Cdn.$1.00 of  such
          Debt  was Incurred and (ii) for purpose of the calculation of the Debt
          Incurrence Provisions,  the  full  amount  of  each  revolving  credit
          facility  available to the Company  or any Restricted Subsidiary shall
          be considered to be  outstanding as of  the later of  the date of  the
          Indenture  and  the  date the  first  Cdn.$1.00 of  Debt  was Incurred
          thereunder,  giving  pro  forma  effect  to  the  utilization  thereof
          (provided  further, that for such purpose any portion of any revolving
          credit  facility  not  actually  outstanding   as  of  the  date   the
          calculations  under the  Debt Incurrence  Provisions are  made, in the
          case of any  revolving credit  facility existing or  committed at  the
          date  of the  Indenture which  is not  available specifically  for the
          purpose of  financing capital  expenditures and  any revolving  credit
          facility  which  becomes available  to the  Company or  any Restricted
          Subsidiary after  the  date  of  the  Indenture  for  the  purpose  of
          refinancing any such revolving credit facility, shall be considered to
          be  utilized to repay or retire Debt, and, in any other case, shall be
          considered to be utilized to finance capital expenditures);

     (h)  Debt of the Company or any Restricted Subsidiary which is Incurred  or
          Preferred  Shares of any Restricted Subsidiary issued in exchange for,
          or the proceeds  of which are  used to renew,  extend, repay,  redeem,
          purchase,  refinance or refund (each  a "refinancing," and "refinance"
          and "refinanced" shall  have meanings correlative  to the  foregoing),
          any  Debt of  the Company  or any  Restricted Subsidiary  or Preferred
          Shares of any  Restricted Subsidiary  outstanding on the  date of  the
          Indenture  or permitted to be Incurred pursuant to the Debt Incurrence
          Provisions, this clause  (h) and clauses  (a), (c), (d),  (f) and  (g)
          above;  provided,  however, that  (i) the  Debt  which is  Incurred or
          Preferred Shares  which  are issued  shall  not exceed  the  aggregate
          principal amount of all Debt and the aggregate Preferred Share Amounts
          with  respect  to  all  Preferred Shares  which  are  so  exchanged or
          refinanced at such time, plus the amount of any premium required to be
          paid in connection with such  exchange or refinancing pursuant to  the
          terms of the Debt or Preferred

                                        29


        Shares which are so exchanged or refinanced or the amount of any premium
        reasonably   determined  by  the  Company  or  the  relevant  Restricted
        Subsidiary as necessary  to accomplish such  exchange or refinancing  by
        means  of a  tender offer  or privately  negotiated agreement,  plus the
        expenses of the Company and the relevant Restricted Subsidiary  Incurred
        in  connection with such exchange or refinancing; (ii) Debt the proceeds
        of which are used to refinance Debt  of the Company which is pari  passu
        with  or subordinate  in right  of payment  to the  Notes shall  only be
        permitted if (x) in the case of  any refinancing of Debt of the  Company
        which  is pari  passu to  the Notes, the  refinancing Debt  is made pari
        passu to the Notes or subordinated in right of payment to the Notes, and
        (y) in the  case of  any refinancing of  Debt which  is subordinated  in
        right  of payment to the Notes, the refinancing Debt is made subordinate
        in right of payment to the Notes at least to the same extent as the Debt
        being refinanced; (iii)  the refinancing Debt  by its terms,  or by  the
        terms  of any  agreement or  instrument pursuant  to which  such Debt is
        issued, (1) does not provide for  payments of principal of such Debt  at
        the  stated  maturity thereof  or by  way of  a sinking  fund applicable
        thereto or by way of any mandatory redemption, defeasance, retirement or
        repurchase thereof (including any redemption, defeasance, retirement  or
        repurchase  which  is  contingent  upon  events  or  circumstances,  but
        excluding any retirement by virtue of acceleration of such Debt upon any
        event of default thereunder), in each case prior to the stated  maturity
        of the Debt being refinanced and (2) does not permit redemption or other
        retirement  (including pursuant to an offer to purchase) of such Debt at
        the option of the holder thereof  prior to the final Stated Maturity  of
        the  Debt being refinanced, other than  a redemption or other retirement
        at the option of the holder of such Debt (including pursuant to an offer
        to purchase) which is conditioned upon provisions substantially  similar
        to  those described under  "-- Change of Control"  and "-- Limitation on
        Asset Dispositions;" and  (iv) in the  case of any  refinancing of  Debt
        Incurred  by the Company,  the refinancing Debt may  be Incurred only by
        the Company, and in the  case of any refinancing  of Debt Incurred by  a
        Restricted  Subsidiary,  the refinancing  Debt  may be  Incurred  by any
        Restricted Subsidiary or the Company; and

     (i)   Debt of the Company or any Restricted Subsidiary arising by operation
           of law or (i) consisting  of reimbursement obligations under  letters
           of  credit or similar facilities, (ii) in respect of surety bonds and
           performance bonds  provided in  the ordinary  course of  business  or
           (iii)  consisting of  guarantees, indemnities,  surety or performance
           bonds or  obligations in  respect of  purchase price  adjustments  in
           connection with the acquisition or disposition of assets. (sec. 1008)

       Limitation on Sale and Leaseback Transactions

      The  Company may not enter into  any Sale and Leaseback Transaction unless
the Sale and Leaseback Transaction is treated as an Asset Disposition and all of
the conditions  of  the  Indenture  described under  the  "Limitation  on  Asset
Disposition"  covenant (including  the provisions concerning  the application of
Net Available Proceeds) are  satisfied with respect to  such Sale and  Leaseback
Transaction,  treating  all  of  the consideration  received  in  such  Sale and
Leaseback Transaction as Net Available  Proceeds for purposes of such  covenant.
(sec. 1009)

       Limitation on Restricted Payments

      The  Company (i) may not, and may  not permit any Restricted Subsidiary of
the Company to, directly or indirectly, declare or pay any dividend or make  any
distribution  (including any payment in connection with any merger, amalgamation
or  consolidation  derived  from  assets  of  the  Company  or  any   Restricted
Subsidiary) in respect of its Capital Stock or to the holders thereof, excluding
(a)  any dividends or distributions  by the Company payable  solely in shares of
its Capital  Stock (other  than Redeemable  Stock), and  (b) in  the case  of  a
Restricted  Subsidiary, dividends or distributions payable (1) to the Company or
a Restricted  Subsidiary and  (2) to  other  holders of  Capital Stock  of  such
Restricted  Subsidiary, provided that at least a  pro rata amount is paid to the
Company and/or  a Restricted  Subsidiary, as  the case  may be,  except for  any
dividend or distribution required to be paid or made to other holders of Capital
Stock  of such Restricted Subsidiary pursuant to the terms of such Capital Stock
or  any  distribution  required  to  be   made  to  other  holders  of   Capital

                                        30


Stock of such Restricted Subsidiary pursuant to an agreement entered into in the
ordinary  course of business, the terms of which expressly contemplate that such
distribution be made without a corresponding  pro rata amount being paid to  the
Company  and/or a Restricted Subsidiary,  as the case may  be, (ii) may not, and
may not permit any Restricted  Subsidiary to, directly or indirectly,  purchase,
redeem,  or otherwise acquire or  retire for value (a)  any Capital Stock of the
Company or any Related  Person of the  Company or (b)  any options, warrants  or
other  rights to acquire Capital  Stock of the Company  or any Related Person of
the Company or any securities convertible or exchangeable into Capital Stock  of
the  Company or any Related Person of  the Company(excluding Debt of the Company
which is convertible into Capital Stock of the Company), (iii) may not make,  or
permit any Restricted Subsidiary to make, any Investment (other than a Permitted
Investment) in any Unrestricted Subsidiary or any Related Person of the Company,
other  than an  Investment in  a Person that  will become  or be  merged into or
amalgamated or consolidated  with a Restricted  Subsidiary as a  result of  such
Investment  and (iv) may not,  and may not permit  any Restricted Subsidiary to,
redeem, repurchase, defease or  otherwise acquire or retire  for value prior  to
any  scheduled maturity, repayment or sinking  fund payment, Debt of the Company
which is subordinate  in right  of payment  to the  Notes (each  of clauses  (i)
through (iv) being a "Restricted Payment") if:

     (1)  an  Event of Default, or an event that with the passing of time or the
          giving of notice, or both, would constitute an Event of Default, shall
          have occurred and be continuing  or would result from such  Restricted
          Payment; or

     (2)  after  giving pro forma  effect to such Restricted  Payment as if such
          Restricted Payment had been  made at the  beginning of the  applicable
          four-fiscal-quarter period, the Company could not Incur at least $1.00
          of additional Debt pursuant to the Debt Incurrence Provisions; or

     (3)  upon  giving effect to  such Restricted Payment,  the aggregate of all
          Restricted Payments from August 19, 1998 exceeds the sum of (a) 50% of
          the cumulative Consolidated Net Income (or, in the case the cumulative
          Consolidated Net Income shall be negative, less 100% of such  deficit)
          of  the Company from January 1, 1998  through the last day of the last
          full fiscal  quarter ending  immediately preceding  the date  of  such
          Restricted  Payment for which quarterly or annual financial statements
          are available (taken as a single accounting period), plus (b) 100%  of
          the  aggregate net cash proceeds received  by the Company after August
          19, 1998 from contributions of capital or the issuance and sale (other
          than  to  a  Restricted  Subsidiary)  of  Capital  Stock  (other  than
          Redeemable Stock) of the Company, options, warrants or other rights to
          acquire Capital Stock (other than Redeemable Stock) of the Company and
          Debt  of the  Company that  has been  converted into  or exchanged for
          Capital Stock (other than Redeemable Stock and other than by or from a
          Restricted Subsidiary) of the Company after August 19, 1998,  provided
          that  any such net  proceeds received by the  Company from an employee
          stock  ownership  plan  financed  by  loans  from  the  Company  or  a
          Restricted  Subsidiary of  the Company shall  be included  only to the
          extent such loans have been repaid with  cash on or prior to the  date
          of  determination, plus  (c) an amount  equal to the  net reduction in
          Investments by the Company and its Restricted Subsidiaries, subsequent
          to August 19, 1998, in any Person subject to clause (iii) of the first
          paragraph  of  this  section  upon  the  disposition,  liquidation  or
          repayment   (including   by  way   of   dividends)  thereof   or  from
          redesignations   of    Unrestricted   Subsidiaries    as    Restricted
          Subsidiaries,  but only to the extent such amounts are not included in
          Consolidated Net  Income and  not to  exceed in  the case  of any  one
          Person  the amount of  Investments previously made  by the Company and
          its Restricted Subsidiaries in such Person. Prior to the making of any
          Restricted Payment  the  Company  shall deliver  to  the  Trustees  an
          Officers'  Certificate  setting forth  the  computations by  which the
          determinations required by  clauses (2)  and (3) above  were made  and
          stating  that no Event of  Default, or event that  with the passing of
          time or the giving  of notice, or both,  would constitute an Event  of
          Default,  has  occurred and  is continuing  or  will result  from such
          Restricted Payment.

      Notwithstanding the foregoing, so  long as no Event  of Default, or  event
that with the passing of time or the giving of notice, or both, would constitute
an  Event of  Default, shall  have occurred  and be  continuing or  would result
therefrom, (i) the Company and any Restricted Subsidiary of the Company may  pay
any  dividend on Capital Stock of any class within 60 days after the declaration
thereof if, on the date when the
                                        31


dividend was declared, the Company or such Restricted Subsidiary could have paid
such dividend in accordance with the  foregoing provisions, provided that in  no
event  shall such dividend payment be more than Cdn.$9,000,000, (ii) the Company
may refinance any Debt otherwise permitted by clause (h) of the second paragraph
under the  "Limitation on  Debt  and Preferred  Shares"  covenant or  solely  in
exchange  for or out  of the net  proceeds of the  substantially concurrent sale
(other than from or to a Restricted  Subsidiary or from or to an employee  stock
ownership  plan financed by loans from the Company or a Restricted Subsidiary of
the Company) of  shares of Capital  Stock (other than  Redeemable Stock) of  the
Company, (iii) the Company may purchase, redeem, acquire or retire any shares of
Capital  Stock of the Company solely in exchange  for or out of the net proceeds
of the  substantially  concurrent sale  (other  than  from or  to  a  Restricted
Subsidiary or from or to an employee stock ownership plan financed by loans from
the  Company or  a Restricted  Subsidiary of the  Company) of  shares of Capital
Stock (other  than  Redeemable Stock)  of  the  Company, (iv)  the  Company  may
purchase  or redeem any Debt from Net Available Proceeds to the extent permitted
under the "Limitation on  Asset Dispositions" covenant and  (v) the Company  and
any Restricted Subsidiary may make payments or distributions to or in connection
with  an amalgamation, consolidation, merger or transfer of assets that complies
with the provisions set forth under the "Amalgamations, Mergers,  Consolidations
and  Certain Sales of Assets" covenant. Any payment made pursuant to clause (i),
(ii) or (iii) of this  paragraph shall be a  Restricted Payment for purposes  of
calculating  aggregate Restricted Payments pursuant  to the preceding paragraph.
Any payments made by the Company to  purchase, redeem, or pay dividends on,  the
NRP  Shares in accordance with the terms of the NRP Shares shall not be deemed a
Restricted Payment  for purposes  of calculating  aggregate Restricted  Payments
pursuant to the preceding paragraph. (sec. 1010)

       Limitation on Liens

      The  Indenture  provides  that  the  Company  will  not  issue,  assume or
guarantee any Debt for  borrowed money secured  by any Lien  on any property  or
assets  now owned or hereafter acquired  by the Company without making effective
provision whereby  any and  all Notes  then or  thereafter outstanding  will  be
secured  by a Lien on  such property or assets equally  and ratably with any and
all other obligations thereby secured for so long as any such obligations  shall
be  so  secured; provided  that  the foregoing  restrictions  will not  apply to
Permitted Liens. (sec. 1011)

       Limitation on Asset Dispositions

      The Company may not, and may not permit any Restricted Subsidiary to, make
any Asset  Disposition in  one or  more related  transactions, unless:  (i)  the
Company or the Restricted Subsidiary, as the case may be, receives consideration
for such disposition at least equal to the fair market value for the assets sold
or  disposed  of as  determined  by the  Board of  Directors  in good  faith and
evidenced by a  resolution of the  Board of Directors  filed with the  Trustees;
(ii)  at least 75% of the consideration for such disposition consists of cash or
readily marketable cash equivalents and  (iii) all Net Available Proceeds,  less
any  amounts invested within 360  days of such disposition  in assets related to
the business of the  Company and its Restricted  Subsidiaries or applied  within
360  days  of such  disposition  to the  payment  of Debt  of  the Company  or a
Restricted Subsidiary,  are applied  within  360 days  of such  disposition  (1)
first, to make an Offer to Purchase outstanding Notes at 100% of their principal
amount plus accrued interest to the date of purchase and, to the extent required
by  the terms thereof, any other Debt of the Company that is pari passu with the
Notes at a  price no  greater than  100% of  the principal  amount thereof  plus
accrued  interest to the date of purchase, and  (2) second, to the extent of any
remaining Net Available Proceeds, to any other use as determined by the  Company
which is not otherwise prohibited by the Indenture. (sec. 1012)

      Notwithstanding  the  foregoing,  the  Company shall  not  be  required to
purchase more than 25% of the  original aggregate principal amount of the  Notes
in  the aggregate pursuant  to clause (1)  above prior to  the day following the
fifth anniversary of the original issuance of the Notes, and the maximum  amount
to  be applied  to the  purchase of the  Notes in  connection with  any Offer to
Purchase made pursuant to clause (1) above  having a purchase date prior to  the
day  following the fifth anniversary of the original issuance of the Notes shall
be the lesser of (x) the remaining Net Available Proceeds required to be applied
to such Offer to Purchase  and (y) 25% of the  original principal amount of  the
Notes    less   the    aggregate   principal    amount   of    Notes   purchased

                                        32


pursuant to  all  previous Offers  to  Purchase  made pursuant  to  clause  (1),
provided,  however, that the Company shall be required, promptly after the fifth
anniversary of the original issuance of the Notes, to make an Offer to  Purchase
Notes,  in  accordance with  the  requirements described  in  clause (i),  in an
aggregate amount equal  to the  aggregate amount  of Net  Available Proceeds  in
excess  of 25% of the original principal amount of Notes that was not applied to
Offers to Purchase  Notes pursuant to  the provisions of  this paragraph.  (sec.
1012)

       Transactions with Affiliates and Related Persons

      The  Company may  not, and  may not  permit any  Restricted Subsidiary to,
enter into any transaction (or series of related transactions) with an Affiliate
or Related  Person  of the  Company  (other than  the  Company or  a  Restricted
Subsidiary)  other than in  the ordinary course of  business, either directly or
indirectly, unless such transaction is on terms no less favorable to the Company
or such Restricted Subsidiary than those that could be obtained in a  comparable
arm's-length  transaction with  an entity  that is  not an  Affiliate or Related
Person of the Company or such Restricted Subsidiary and is in the best interests
of the  Company  or such  Restricted  Subsidiary; provided  that  the  foregoing
restrictions  will not apply to transactions (or series of related transactions)
carried out  pursuant to  arrangements entered  into prior  to the  date of  the
Indenture  or undertakings, agreements or instruments entered into in connection
with such arrangements after such date. For any transaction required to  satisfy
the  above criteria that involves  in excess of Cdn.$2,000,000  but less than or
equal to Cdn.$5,000,000, the Chief Executive Officer or Chief Financial  Officer
of the Company shall determine that the transaction satisfies the above criteria
and  shall  evidence  such  a  determination by  a  certificate  filed  with the
Trustees. For any such transaction that involves in excess of Cdn.$5,000,000,  a
majority  of the disinterested members of the Board of Directors shall determine
that the transaction  satisfies the  above criteria  and shall  evidence such  a
determination by a resolution of the Board of Directors filed with the Trustees.
For any such transaction that involves in excess of Cdn.$10,000,000, the Company
shall  also obtain an opinion from a  nationally recognized expert in the United
States or Canada with experience in  appraising the terms and conditions of  the
type of transaction (or series of related transactions) for which the opinion is
required stating that such transaction (or series of related transactions) is on
terms  no less favorable to the Company or such Restricted Subsidiary than those
that could be obtained in a  comparable arm's-length transaction with an  entity
that  is not an Affiliate or Related  Person of the Company, which opinion shall
be filed with the  Trustees. The foregoing requirements  shall not apply to  any
transaction  pursuant to agreements or arrangements  in existence on the date of
the Indenture. (sec. 1013)

       Amalgamations, Mergers, Consolidations and Certain Sales of Assets

      The Company  may not,  in a  single  transaction or  a series  of  related
transactions,  amalgamate or consolidate with or merge into any other Person, or
permit any other  Person to  amalgamate or consolidate  with or  merge into  the
Company,  or directly or  indirectly transfer, convey,  sell, lease or otherwise
dispose of all or substantially  all of its property  and assets to any  Person,
unless:

     (i)   the  Company shall be  the surviving Person, or  the Person (if other
           than the Company) formed by such amalgamation, consolidation or  into
           which  the Company is  merged or that acquires  by disposition all or
           substantially all of the properties  and assets of the Company  shall
           be  a company,  partnership or  trust organized  and validly existing
           under the federal laws of Canada or any province or territory thereof
           or the laws of the United States  of America or any state thereof  or
           the   District  of  Columbia   and  shall  expressly   assume,  by  a
           supplemental indenture executed and delivered to the Trustees in form
           satisfactory to the Trustees, all of the Company's obligations  under
           the Indenture and the Notes;

     (ii)  immediately  before and after  giving effect to  such transaction, no
           Event of Default or event that with the passing of time or the giving
           of notice, or both, would constitute  an Event of Default shall  have
           occurred and be continuing;

     (iii) immediately  after giving effect to such transaction and treating any
           Debt which becomes  an obligation  of the Company  or any  Restricted
           Subsidiary  or any Person  who becomes a  successor obligor under the
           Indenture as a result of such transaction as having been Incurred  by
           the Company

                                        33


        or  such  Restricted  Subsidiary  or  such Person  at  the  time  of the
        transaction, the Company or such  Restricted Subsidiary or such  Person,
        as  the  case may  be, could  Incur  at least  $1.00 of  additional Debt
        pursuant to the Debt Incurrence Provisions; and

     (iv) immediately after giving effect  to such transaction,  on a pro  forma
          basis,  the Company or any Person becoming the successor obligor under
          the Indenture shall have a Consolidated Net Worth no lower than 90% of
          the Consolidated  Net Worth  of the  Company immediately  before  such
          transaction;

provided,  however, that  clauses (iii)  and (iv) above  shall not  apply to any
transaction between  the  Company  and  one  or  more  Wholly  Owned  Restricted
Subsidiaries. (Article Eight)

       Change of Control

      Within  30 days of the occurrence of a Change of Control Triggering Event,
the Company will be required to make an Offer to Purchase all Outstanding  Notes
at  a  purchase price  equal  to 101%  of  their principal  amount  plus accrued
interest to the date of purchase. A "Change of Control Triggering Event" will be
deemed to have occurred if both a Change of Control and a Rating Decline  occur.
A  "Change of Control" will  be deemed to have occurred  at the earliest of such
time as  either  (a)  any Person  or  any  Persons acting  together  that  would
constitute a "group" (a "Group") for purposes of Section 13(d) of the Securities
Exchange  Act of 1934 (the "Exchange  Act"), or any successor provision thereto,
together with any Affiliate or  Related Persons thereof, shall beneficially  own
(within  the meaning  of Rule  13d-3 under  the Exchange  Act, or  any successor
provision thereto) more than 50% of the aggregate voting power of all classes of
Voting Stock of  the Company;  or (b)  any Person  or Group,  together with  any
Affiliates  or Related  Persons thereof,  shall succeed  in having  a sufficient
number of its nominees  elected to the  Board of Directors  of the Company  such
that  such nominees, when added to any  existing director remaining on the Board
of Directors of the Company after such election,  who was a nominee of or is  an
Affiliate  or Related Person of such Person or Group, will constitute a majority
of the Board of Directors of the  Company. A "Rating Decline" will be deemed  to
have  occurred if at any time within 90  days (which period shall be extended so
long as the rating of the Notes is under publicly announced consideration for  a
possible  downgrade by any Rating  Agency) after the date  of public notice of a
Change of Control, or  the intention of  the Company or any  Person to effect  a
Change of Control, the rating of the Notes, or the Company's 10.50% Senior Notes
due  2010, is decreased by  any Rating Agency by one  or more Gradations and the
rating by such Rating Agency on the  Notes or the Company's 10.50% Senior  Notes
due  2010 following such downgrade is below  Investment Grade. In the event that
neither the Notes nor the  Company's 10.50% Senior Notes  due 2010 are rated  by
any  of the Rating  Agencies, and a  Change of Control  shall have occurred, the
Company shall obtain from one  of the Rating Agencies  pro forma ratings on  the
Notes  both prior to and within  90 days after the date  of public notice of the
Change of Control, or  the intention of  the Company or any  Person to effect  a
Change  of Control.  A Rating Decline  will be  deemed to have  occurred in such
circumstances if such  latter pro  forma rating  reflects a  decrease from  such
former pro forma rating by such Rating Agency of one or more Gradations and such
latter  pro forma rating by such Rating Agency on the Notes following the Change
of Control is below Investment Grade.

      If an  Offer to  Purchase is  made, there  can be  no assurance  that  the
Company  will  have  funds sufficient  to  pay  the purchase  price  and accrued
interest described above for all of the Notes that might be tendered by  Holders
seeking  to accept the Offer to Purchase. The failure of the Company to make the
Offer to Purchase and the failure of  the Company to pay the purchase price  and
accrued  interest described above  on the date specified  therefor will give the
Trustees and  the Holders  of Notes  the rights  described under  "-- Events  of
Default."

      In  the event that the  Company makes an Offer  to Purchase the Notes, the
Company intends to comply with  any applicable securities laws and  regulations,
including any applicable requirements of Section 14(e) of, and Rule 14e-1 under,
the Exchange Act. (sec. 1014)

                                        34


       Provision of Financial Information

      Whether  or not the Company is required  to be subject to Section 13(a) or
15(d) of the Exchange Act or any successor provision thereto, the Company  shall
file   with  the   United  States   Securities  and   Exchange  Commission  (the
"Commission") the annual  reports, quarterly reports  and other documents  which
the  Company would have  been required to  file with the  Commission pursuant to
such Section 13(a) or  15(d) or any successor  provision thereto if the  Company
were  so required, such documents to be filed with the Commission on or prior to
the respective dates (the  "Required Filing Dates") by  which the Company  would
have  been required so to  file such documents if  the Company were so required.
The Company shall also in any event  (a) within 15 days of each Required  Filing
Date (i) transmit by mail to all Holders, as their names and addresses appear in
the  Note Register without cost to such Holders and (ii) file with the Trustees,
copies of the annual  reports, quarterly reports and  other documents which  the
Company files with the Commission pursuant to such Section 13(a) or 15(d) or any
successor  provision  thereto  or would  have  been  required to  file  with the
Commission pursuant to such Section 13(a)  or 15(d) or any successor  provisions
thereto  if the Company were required to be  subject to such Sections and (b) if
filing such documents by the Company with the Commission is not permitted  under
the  Exchange Act, promptly upon written request supply copies of such documents
to any prospective Holder. (sec. 1015)

UNRESTRICTED SUBSIDIARIES

      The Company  may  designate  any  Subsidiary  of  the  Company  to  be  an
"Unrestricted  Subsidiary" as provided below, in which event such Subsidiary and
each other  Person that  is then  or  thereafter becomes  a Subsidiary  of  such
Subsidiary  will  be  deemed  to be  an  Unrestricted  Subsidiary. "Unrestricted
Subsidiary" means  (1)  any  Subsidiary  designated as  such  by  the  Board  of
Directors  as set forth below where (a) neither the Company nor any of its other
Subsidiaries (other than  another Unrestricted Subsidiary)  (i) provides  credit
support  for, or Guarantee of, any Debt  of such Subsidiary or any Subsidiary of
such Subsidiary (including any  undertaking, agreement or instrument  evidencing
such  Debt)  or (ii)  is  directly or  indirectly liable  for  any Debt  of such
Subsidiary or any Subsidiary of such Subsidiary, and (b) no default with respect
to any Debt of such Subsidiary  or any Subsidiary of such Subsidiary  (including
any  right which the holders thereof may have to take enforcement action against
such Subsidiary) would permit (upon notice, lapse of time or both) any holder of
any other  Debt  of  the  Company  and  its  Subsidiaries  (other  than  another
Unrestricted  Subsidiary) to declare a  default on such other  Debt or cause the
payment thereof  to be  accelerated  or payable  prior  to its  final  scheduled
maturity  and (2)  any Subsidiary  of an  Unrestricted Subsidiary.  The Board of
Directors may designate any Subsidiary  to be an Unrestricted Subsidiary  unless
such  Subsidiary owns  any Capital Stock  of, or owns  or holds any  Lien on any
property of, any other Subsidiary  of the Company which  is not a Subsidiary  of
the  Subsidiary to  be so  designated or  otherwise an  Unrestricted Subsidiary,
provided that either (x) the Subsidiary to be so designated has total assets  of
Cdn.$10,000  or less or (y) immediately after giving effect to such designation,
the Company could incur  at least Cdn.$1.00 of  additional Debt pursuant to  the
Debt  Incurrence Provisions and  provided further that the  Company could make a
Restricted Payment in an amount  equal to the greater  of the fair market  value
and  book value  of such  Subsidiary pursuant  to the  "Limitation on Restricted
Payments" covenant and such amount is thereafter treated as a Restricted Payment
for the purpose  of calculating  the aggregate amount  available for  Restricted
Payments thereunder. (sec. 101)

ADDITIONAL AMOUNTS FOR CANADIAN TAXES

      All  payments made by or on behalf of the Company under or with respect to
the Notes will be made  free and clear of  and without withholding or  deduction
for, or on account of, any present or future tax, duty, levy, impost, assessment
or other governmental charge imposed or levied by or on behalf of the Government
of  Canada or of any province or territory thereof or by any authority or agency
therein or thereof having power to tax (hereinafter "Taxes"), unless the Company
or other  payer is  required  to withhold  or  deduct Taxes  by  law or  by  the
interpretation  or administration thereof.  If the Company or  other payer is so
required to withhold or deduct  any amount for or on  account of Taxes from  any
payment made under or with respect to the Notes, the Company or other payer will
pay  such  additional  amounts ("Additional  Amounts")  as may  be  necessary so

                                        35


that the net amount received by each Holder (including Additional Amounts) after
such withholding or deduction will not be less than the amount the Holder  would
have  received if such Taxes had not been withheld or deducted, provided that no
Additional Amounts will be payable with respect to a payment made to a Holder in
respect of a beneficial owner of Notes (an "Excluded Holder") (i) with which the
Company does not deal at arm's length (within the meaning of the Income Tax  Act
(Canada))  at the time of  making such payment or (ii)  which is subject to such
Taxes by reason of  any connection between such  beneficial owner and Canada  or
any  province or territory thereof  other than the mere  holding of Notes or the
receipt of payments thereunder. The Company will also (i) make such  withholding
or deduction and (ii) remit the full amount deducted or withheld to the relevant
authority  in accordance with  and in the  time required by  applicable law. The
Company will furnish to the Holders of the Notes, within 30 days after the  date
the  payment of any Taxes is due pursuant to applicable law, certified copies of
tax receipts evidencing such payment by the Company. The Company will  indemnify
and  hold harmless each Holder (other than  all Excluded Holders) for the amount
of (i) any Taxes not withheld or  deducted by the Company and levied or  imposed
and  paid by such Holder or beneficial owner  as a result of payments made under
or with respect to the Notes, (ii) any liability (including penalties,  interest
and  expenses) arising  therefrom or  with respect  thereto and  (iii) any Taxes
imposed with  respect to  any reimbursement  under clauses  (i) or  (ii)  above.
Holders  shall be required  to complete and  file any applicable  forms with, or
provide certification  to, the  relevant  tax authorities  as requested  by  the
Company.

      At  least 30 days  prior to each date  on which any  payment under or with
respect to the Notes is due and payable, if the Company is aware that it will be
obligated to pay Additional  Amounts with respect to  such payment, the  Company
will deliver to the Trustees an Officers' Certificate stating the fact that such
Additional  Amounts will be payable,  the amounts so payable  and will set forth
such other information necessary to enable  the Trustees to pay such  Additional
Amounts  to Holders  on the  payment date.  Whenever in  the Indenture  there is
mentioned, in  any context,  the payment  of principal  (and premium,  if  any),
interest  or any other  amount payable under  or with respect  to any Note, such
mention shall be deemed to include mention of the payment of Additional  Amounts
provided  for in this  section to the  extent that, in  such context, Additional
Amounts are, were or would be payable in respect thereof. (sec. 1016)

      The foregoing provisions  shall survive any  defeasance or termination  of
obligations pursuant to the Indenture or any termination of the Indenture.

CERTAIN DEFINITIONS

      Set  forth below  is a  summary of  defined terms  used in  the Indenture.
Reference is made to the Indenture for the full definition of all such terms, as
well as any other terms used herein  for which no definition is provided.  (sec.
101)

      "Affiliate"  of any Person  means any other  Person directly or indirectly
controlling or controlled  by or under  direct or indirect  common control  with
such  Person.  For the  purposes of  this definition,  "control" when  used with
respect to any Person means the power  to direct the management and policies  of
such  Person, directly  or indirectly, whether  through the  ownership of voting
securities,  by  contract  or  otherwise;   and  the  terms  "controlling"   and
"controlled" have meanings correlative to the foregoing.

      "Asset  Disposition" by the Company or any Restricted Subsidiary means any
transfer, conveyance, sale,  lease or other  disposition by the  Company or  any
such Restricted Subsidiary (including a consolidation or merger or other sale of
a  Restricted Subsidiary with, into  or to a Person other  than the Company in a
transaction in  which  such Restricted  Subsidiary  ceases to  be  a  Restricted
Subsidiary),  of (i) shares of  Capital Stock or other  ownership interests of a
Restricted Subsidiary, (ii) substantially  all of the assets  of the Company  or
any  Restricted  Subsidiary  representing  a  significant  division  or  line of
business constituting in excess of 10%  of the Company's consolidated assets  or
consolidated  net income at the  time of determination or  (iii) other assets or
rights of  the Company  or any  Restricted Subsidiary  outside of  the  ordinary
course  of  business,  provided in  each  of  the foregoing  instances  that the
aggregate consideration  for such  transfer, conveyance,  sale, lease  or  other
disposition  is equal to Cdn.$25,000,000 or more. Notwithstanding the foregoing,
"Asset Disposition" shall be deemed not to include (i) any transfer, conveyance,
sale, lease or other

                                        36


disposition of properties and  assets that is governed  by the provisions  under
the  "Amalgamations,  Mergers,  Consolidations  and  Certain  Sales  of  Assets"
covenant, (ii) any transfer, conveyance, sale, lease or other disposition in any
one transaction or series  of related transactions between  the Company and  any
Restricted   Subsidiary  or   between  any  Restricted   Subsidiaries,  (iii)  a
simultaneous exchange  by  the Company  or  any Restricted  Subsidiary  of  real
property,  fixtures, buildings or  equipment of a  resort (collectively, "resort
assets") for  other resort  assets of  similar type,  provided that  the  resort
assets  received  by the  Company or  such Restricted  Subsidiary have  at least
substantially equal  fair  market  value  to  the  Company  or  such  Restricted
Subsidiary   determined  in  good  faith  by   the  Board  of  Directors,  whose
determination shall be evidenced by a  resolution of the Board of Directors  and
(iv)  the designation  of any  Subsidiary as  an Unrestricted  Subsidiary or the
contribution to the capital  of any Unrestricted Subsidiary,  in either case  in
compliance with the applicable provisions of the Indenture.

      "Capital  Lease Obligation"  of any  Person means  the obligation  of such
Person to pay  rent or other  payment amounts under  a lease of  (or other  Debt
arrangement  conveying the  right to  use) real  or personal  property which, in
accordance with  generally accepted  accounting principles,  is required  to  be
classified  and accounted for as a capital lease or a liability and would appear
as a dollar amount on the face of a consolidated balance sheet of such Person.

      "Capital Stock"  of  any  Person  means any  and  all  shares,  interests,
participations  or other equivalents (however  designated) of corporate stock or
any  other  equity  participations,  including  partnership  interests,  whether
general   or  limited,  of  such  Person,   but  excludes  any  debt  securities
exchangeable or convertible into equity of such Person.

      "Common Stock" of any Person means Capital Stock of such Person that  does
not  rank prior,  as to the  payment of dividends  or as to  the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding  up
of such Person, to shares of Capital Stock of any other class of such Person.

      "Consolidated  Cash  Flow  Available  for Fixed  Charges"  means,  for any
period, the consolidated revenues less the consolidated expenses of the  Company
for  such period,  plus (i) Consolidated  Net Interest Expense  for such period,
plus (ii) capitalized interest  which is charged through  cost of goods sold  in
determining  the  consolidated revenues  less the  consolidated expenses  of the
Company for  such period,  plus (iii)  Consolidated Income  Tax Expense  of  the
Company  for such  period, plus  (iv) consolidated  depreciation expense  of the
Company for  such period,  plus  (v) consolidated  amortization expense  of  the
Company 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
items.

      "Consolidated Cash Flow Coverage Ratio" for purposes of the calculation of
the  Debt Incurrence Provisions means, as of  the date such calculation is being
made, the ratio of  (i) Consolidated Cash Flow  Available for Fixed Charges  for
the  period of the most recently  completed four consecutive fiscal quarters for
which quarterly or annual financial statements  of the Company are available  to
(ii)  Consolidated  Fixed  Charges  for  such  period;  provided,  however, that
Consolidated Fixed Charges shall be adjusted to give effect on a pro forma basis
to any Debt that has been Incurred  by the Company or any Restricted  Subsidiary
and  any Preferred  Shares that  have been  issued by  any Restricted Subsidiary
during or after  such period that  remain outstanding  and to the  Debt that  is
proposed  to be Incurred or the Preferred Shares that are proposed to be issued,
as the case may be, in respect of which such calculation is being made, as if in
each case such Debt had been Incurred or Preferred Shares had been issued on the
first day of  such period and  as if any  Debt or Preferred  Shares that are  no
longer  or will no longer  be outstanding as a result  of the Incurrence of such
Debt or issuance of  such Preferred Shares  had not been  outstanding as of  the
first  day of such  period; provided, however, that  in making such computation,
the Consolidated Interest Expense of the Company and its Restricted Subsidiaries
attributable to  interest on  any  Debt or  dividends  on any  Preferred  Shares
bearing  a floating interest or  dividend rate shall be  computed on a pro forma
basis as if  the rate in  effect on the  date of such  calculation had been  the
applicable  rate for the entire period; and provided, further that, in the event
the Company  or any  of its  Restricted Subsidiaries  had made  acquisitions  or
dispositions  of  assets (including  acquisitions  of other  Persons  by merger,
consolidation  or   purchase   of   Capital  Stock)   during   or   after   such

                                        37


period,  such  calculation  shall  be made  on  a  pro forma  basis  as  if such
acquisitions or dispositions had  taken place on the  first day of such  period;
and  provided, further that, such computation  shall not be adjusted with regard
to the Limited Recourse Notes.

      "Consolidated Debt"  means,  as at  any  date, consolidated  Debt  of  the
Company  as  at  such  date determined  in  accordance  with  generally accepted
accounting principles.

      "Consolidated  Fixed  Charges"  for  any  period  means  the  sum  of  (i)
Consolidated  Net Interest Expense and (ii)  the consolidated amount of interest
capitalized by the Company  and its Restricted  Subsidiaries during such  period
calculated in accordance with generally accepted accounting principles.

      "Consolidated  Income Tax Expense"  for any period  means the consolidated
provision for income taxes  of the Company and  its Restricted Subsidiaries  for
such  period calculated  on a  consolidated basis  in accordance  with generally
accepted accounting principles, excluding any effects of extraordinary items.

      "Consolidated Net Debt"  means, as at  any date, Consolidated  Debt as  at
such  date less consolidated cash and cash equivalents of the Company as at such
date determined in accordance with generally accepted accounting principles.

      "Consolidated Net Debt Ratio" for purposes of the calculation of the  Debt
Incurrence  Provisions means, as at the date such calculation is being made, the
ratio of (i) the sum of  Consolidated Net Debt and Consolidated Preferred  Share
Amounts  as of the  last day of the  period of the  most recently completed four
consecutive fiscal quarters for which  quarterly or annual financial  statements
of  the Company are available to (ii) Consolidated Net Tangible Assets as of the
last day of  such period;  provided that,  the foregoing  calculations shall  be
adjusted  to give effect on a pro forma basis to any Debt that has been Incurred
by the Company or any Restricted  Subsidiary and any Preferred Shares that  have
been  issued by  any Restricted  Subsidiary since  the end  of such  period that
remain outstanding  and to  the Debt  that is  proposed to  be Incurred  or  the
Preferred  Shares that are proposed to be issued, as the case may be, in respect
of which such calculation is being made, as  if in each case such Debt had  been
Incurred  or Preferred Shares had been issued as  of the last day of such period
and as if any Debt or Preferred Shares  that are no longer or will no longer  be
outstanding  as a  result of  the Incurrence  of such  Debt or  issuance of such
Preferred Shares had not  been outstanding as  of the last  day of such  period;
provided,  further  that, in  the event  the  Company or  any of  its Restricted
Subsidiaries  had  made  acquisitions  or  dispositions  of  assets   (including
acquisitions  of other Persons  by merger, consolidation  or purchase of Capital
Stock) since the end  of such period,  such calculation shall be  made on a  pro
forma  basis as if such acquisitions or dispositions had taken place on the last
day of such period; and provided,  further that, such calculation shall be  made
without  regard to the Limited Recourse Notes or the assets to which the Limited
Recourse Notes relate.

      "Consolidated Net Income" for any period means the consolidated net income
(or loss)  of  the Company  and  its  Restricted Subsidiaries  for  such  period
determined  on  a  consolidated  basis  in  accordance  with  generally accepted
accounting principles; provided that there  shall be excluded therefrom (a)  the
net  income (or  loss) of  any Person  acquired by  the Company  or a Restricted
Subsidiary in a  pooling-of-interests transaction  for any period  prior to  the
date of such transaction, (b) the net income (or loss) of any Person that is not
a Restricted Subsidiary except to the extent of the amount of dividends or other
distributions  actually paid to  the Company or a  Restricted Subsidiary by such
Person during such period,  (c) gains or losses  on Asset Dispositions, (d)  all
extraordinary  gains  and extraordinary  losses,  (e) non-cash  gains  or losses
resulting from fluctuations in currency exchange rates and (f) the tax effect of
any of the items described in  clauses (a) through (e) above; provided,  further
that,  for purposes  of any determination  pursuant to  the provisions described
under the "Limitation on Restricted  Payments" covenant, there shall further  be
excluded  therefrom  the  net  income  (but  not  net  loss)  of  any Restricted
Subsidiary that  is subject  to  a restriction  which  prevents the  payment  of
dividends  or the making  of distributions to the  Company or another Restricted
Subsidiary to the extent of such restriction.

      "Consolidated  Net   Interest  Expense"   means,  for   any  period,   the
consolidated  interest expenses  of the  Company for  such period  determined in
accordance with  generally  accepted accounting  principles,  including  without
limitation  or duplication (or, to the extent not so included, with the addition
of), (i) the portion of any

                                        38


Capital Lease  Obligation included  in Consolidated  Debt that  is allocable  to
interest  expense for such period  and (ii) charges paid  or accrued during such
period to  the holders  of  any instruments  considered  to be  quasi-equity  in
accordance  with generally accepted accounting  principles (other than Preferred
Shares) issued by the Company or a Subsidiary to a Person other than the Company
or a Subsidiary where the payment of  such charges has not been deferred by  the
issuers  of such  instruments to a  date subsequent  to the end  of such period,
minus consolidated interest income of the Company for such period determined  in
accordance with generally accepted accounting principles.

      "Consolidated  Net Tangible Assets" means, as  at any date, the book value
as at such date of all of the  property, both real and personal, of the  Company
determined  on  a  consolidated  basis  in  accordance  with  generally accepted
accounting principles, excluding (i)  goodwill, (ii) unamortized Debt  financing
discount and expenses and (iii) cash and cash equivalents.

      "Consolidated  Net  Worth"  of  any  Person means,  as  at  any  date, the
consolidated shareholders' equity of such Person  as at such date determined  in
accordance with generally accepted accounting principles.

      "Consolidated  Preferred Share Amounts" means, as  at any date, the amount
of all Preferred Shares of all Restricted Subsidiaries determined in  accordance
with generally accepted accounting principles and which would appear as a dollar
amount  on the face of the consolidated balance  sheet of the Company as at such
date.

      "DBRS" means Dominion Bond Rating Service Limited and its successors.

      "Debt" means (without duplication), with respect to any Person, (i)  every
obligation  of  such  Person  for  money borrowed  by  such  Person,  (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred  in connection with the  acquisition
of  any business, property or other assets, (iii) every Capital Lease Obligation
of such Person and (iv) every obligation of the type referred to in clauses  (i)
to  (iii) of another Person  the payment of which  such Person has guaranteed or
for which  such Person  is responsible  or liable,  in each  case determined  in
accordance  with  generally accepted  accounting principles,  provided, however,
that (v) any  debt in respect  of any co-ownership  arrangement, joint  venture,
partnership,  limited  liability  company  or  other  similar  entity  which  is
guaranteed by such Person shall only be  considered to be Debt to the extent  of
such   Person's  interest  in  such  co-ownership  arrangement,  joint  venture,
partnership, limited liability company or  other similar entity until such  time
as  the guarantee  is called upon  in which  case the amount  demanded under the
guarantee shall be considered to be Debt at the time of the demand, unless  such
co-ownership  arrangement, joint venture, partnership, limited liability company
or other similar entity would be accounted for on a fully consolidated basis  in
the  consolidated  financial  statements  of  the  Company  in  accordance  with
generally accepted  accounting  principles  and (vi)  there  shall  be  excluded
therefrom all IPP Excluded Debt.

      "generally   accepted  accounting  principles"  means  generally  accepted
accounting principles in effect in Canada as at the date of the Indenture.

      "Gradation" means a  gradation within  a Rating  Category or  a change  to
another  Rating Category, which  shall include (i)  "+" and "-,"  in the case of
S&P's current Rating Categories (e.g., a decline from BB+ to BB would constitute
a decrease of  one gradation); (ii)  "1," "2" and  "3," in the  case of  Moody's
current  Rating  Categories (e.g.,  a decline  of  B1 to  B2 would  constitute a
decrease of one gradation);  (iii) "(high)" and "(low),"  in the case of  DBRS's
current Rating Categories (e.g., a decline from BB (high) to BB would constitute
a  decrease of one  gradation); or (iv)  the equivalent in  respect of successor
Rating Categories of S&P, Moody's and DBRS, or Rating Categories used by  Rating
Agencies other than S&P, Moody's or DBRS.

      "Guarantee"  by any Person means  any obligation, contingent or otherwise,
of such Person guaranteeing any Debt of any other Person (the "primary obligor")
in  any  manner,  whether  directly   or  indirectly,  and  including,   without
limitation, any obligation of such Person, (i) to purchase or pay (or advance or
supply  funds for the  purchase or payment of)  such Debt or  to purchase (or to
advance or supply funds  for the purchase  of) any security  for the payment  of
such  Debt, (ii) to purchase property, securities or services for the purpose of
assuring the  holder of  such Debt  of  the payment  of such  Debt or  (iii)  to
maintain  working capital, equity capital or other financial statement condition
or   liquidity    of   the    primary   obligor    so   as    to   enable    the
                                        39


primary   obligor  to  pay  such  Debt  (and  "Guaranteed,"  "Guaranteeing"  and
"Guarantor"  shall  have  meanings  correlative  to  the  foregoing);  provided,
however, that the Guarantee by any Person shall not include endorsements by such
Person  for collection  or deposit,  in either case,  in the  ordinary course of
business.

      "Incur" means, with respect to any Debt or other obligation of any Person,
the first (and only  the first) to occur  of the creation, issuance,  incurrence
(by  conversion, exchange or otherwise), assumption or Guarantee by such Person,
or such  Person otherwise  becoming liable,  in respect  of such  Debt or  other
obligation including by acquisition of Restricted Subsidiaries or the recording,
as  required pursuant to generally accepted  accounting principles, of such Debt
or other  obligation on  the balance  sheet of  such Person  (and  "Incurrence,"
"Incurred,"  "Incurable" and "Incurring" shall  have meanings correlative to the
foregoing).

      "Investment" by any Person means any  direct or indirect loan, advance  or
other extension of credit or capital contribution (by means of transfers of cash
or other property to others or payments for property or services for the account
or use of others, or otherwise) to, or purchase or acquisition of Capital Stock,
bonds,  notes, debentures or other securities or evidence of Debt issued by, any
other Person, including  any payment on  a Guarantee of  any obligation of  such
other  Person, but shall  not include trade accounts  receivable in the ordinary
course of business on credit terms made generally available to the customers  of
such Person. For purposes of compliance with any provision of the Indenture, the
amount  of any Investment  consisting of the  transfer of property  shall be the
book value of such property.

      "Investment Grade"  means  BBB- or  above,  in the  case  of S&P  (or  its
equivalent  rating under any successor Rating Categories of S&P), Baa3 or above,
in the case  of Moody's  (or its equivalent  rating under  any successor  Rating
Categories  of  Moody's), and  the equivalent  rating in  respect of  the Rating
Categories of  any Rating  Agencies substituted  for S&P  or Moody's,  provided,
however, that if the Notes are not rated by either S&P or Moody's at the time of
determination,  then "Investment Grade"  shall mean A  or above, in  the case of
DBRS (or its equivalent rating under  any successor Rating Categories of  DBRS),
and  the equivalent  rating in  respect of the  Rating Categories  of any Rating
Agencies substituted for DBRS.

      "IPP Excluded  Debt" means  up to  Cdn.$41,000,000 of  liabilities of  the
Company  and its  Subsidiaries under  the IPP  Guarantees, provided  that in the
event there is any demand made against  the Company or any Subsidiary under  any
of  the IPP  Guarantees, the IPP  Excluded Debt shall  thereafter be permanently
reduced to Cdn.$0.

      "IPP Guarantees" means all  liabilities of the  Company or any  Subsidiary
from  time to time in respect of obligations of Intracorp Properties Partnership
or Intracorp  Properties Partnership  U.S. or  any corporation,  partnership  or
other  entity in which either of them have any interest, arising pursuant to the
Asset Purchase Agreement dated August 3, 1994 between the Company and  Intracorp
Properties  Partnership or the Partnership Interests Purchase Agreement made the
4th day of  August, 1994  between Intrawest  U.S.A., Inc.  and IntraCo  Holdings
Partnership  and executed by Intracorp Properties Partnership U.S., in each case
as amended and in effect from time to time.

      "Lien" means, with respect to any property or assets, any mortgage or deed
of trust, pledge, hypothecation,  assignment for security, deposit  arrangement,
security  interest,  lien, charge,  encumbrance,  preference, priority  or other
security agreement or preferential arrangement of any kind or nature  whatsoever
on  or with respect  to such property or  assets (including, without limitation,
any title retention agreement having  substantially the same economic effect  as
any of the foregoing).

      "Limited  Recourse Notes" means  certain limited recourse  notes of Copper
Mountain, Inc. in the original amount of  $15.8 million that are secured by  and
provide for recourse only to certain leasehold interests in condominium projects
at  Copper Mountain in Colorado which are to  be sold to tenants and under which
amounts equivalent to rent received are payable as interest and the net proceeds
from the sale of units and commercial space are payable as principal.

      "Moody's" means Moody's Investor Service, Inc. and its successors.

                                        40


      "Net Available Proceeds" from any Asset Disposition means cash or  readily
marketable  cash equivalents received therefrom by the Company or any Restricted
Subsidiary, net of (i) all legal, title and recording tax expenses,  commissions
and other fees and expenses Incurred and all federal, state, provincial, foreign
and  local taxes required to be paid or accrued as a liability by the Company or
such Restricted Subsidiary as a consequence of such Asset Disposition, (ii)  all
payments  made by the Company or any Restricted Subsidiary on any Debt which are
required  in  accordance  with  the  terms  of  any  undertaking,  agreement  or
instrument  in respect of, or Lien securing, such Debt as a result of such Asset
Disposition, (iii)  all  distributions  and  other  payments  made  to  minority
interest   holders  in  Restricted  Subsidiaries  as  a  result  of  such  Asset
Disposition and (iv) appropriate  amounts to be provided  by the Company or  any
Restricted  Subsidiary, as  the case  may be,  as a  reserve in  accordance with
generally accepted accounting principles against any liabilities associated with
such Asset Disposition and retained by the Company or any Restricted Subsidiary,
as the case may be, after such Asset Disposition, including, without limitation,
liabilities under  any  indemnification  obligations  and  severance  and  other
employee  termination costs associated with such Asset Disposition, in each case
as determined by the Board of  Directors, in its reasonable good faith  judgment
evidenced  by a resolution  of the Board  of Directors filed  with the Trustees,
provided, however,  that any  reduction  in such  reserve within  twelve  months
following  the consummation  of such Asset  Disposition will be  treated for all
purposes of the Indenture and the Notes  as a new Asset Disposition at the  time
of  such  reduction with  Net Available  Proceeds  equal to  the amount  of such
reduction.

      "Non-Recourse Debt" means Debt or that portion of Debt as to which neither
the Company nor any of the Restricted Subsidiaries (i) is directly or indirectly
liable (including by recourse to their assets, other than the assets subject  to
a Lien securing such Debt) or (ii) constitutes the lender.

      "NRP Shares" means the Non-Resort Preferred Shares of the Company.

      "Offer  to  Purchase" means  a  written offer  (the  "Offer") sent  by the
Company by first  class mail,  postage prepaid, to  each Holder  at his  address
appearing  in the Note Register on the date of the Offer offering to purchase up
to the principal amount of Notes specified  in such Offer at the purchase  price
specified  in  such  Offer (as  determined  pursuant to  the  Indenture). Unless
otherwise required by applicable law, the Offer shall specify an expiration date
(the "Expiration Date") of the Offer to Purchase which shall be, subject to  any
contrary  requirements of applicable law, not less than 30 days nor more than 60
days after the date of  such Offer and a  settlement date (the "Purchase  Date")
for  purchase of Notes within five Business  Days after the Expiration Date. The
Company shall notify the  Trustees, at least 15  Business Days (or such  shorter
period  as is acceptable to the Trustees) prior  to the mailing of the Offer, of
the Company's obligation to make  an Offer to Purchase,  and the Offer shall  be
mailed by the Company or, at the Company's request, by the Trustees, in the name
and  at  the  expense  of  the  Company.  The  Offer  shall  contain information
concerning the business of the Company and its Restricted Subsidiaries which the
Company in good  faith believes  will enable such  Holders to  make an  informed
decision  with respect to the Offer to Purchase (which at a minimum will include
(i) the most recent annual and quarterly financial statements and  "Management's
Discussion  and Analysis" contained  in the documents required  to be filed with
the Trustees pursuant to the Indenture  (which requirements may be satisfied  by
delivery  of  such documents  together with  the Offer),  (ii) a  description of
material developments in the  Company's business subsequent to  the date of  the
latest  of  such financial  statements referred  to in  clause (i)  (including a
description of the events requiring the Company to make the Offer to  Purchase),
(iii)  if applicable, appropriate pro forma financial information concerning the
Offer to Purchase  and the events  requiring the  Company to make  the Offer  to
Purchase  and  (iv)  any other  information  required  by applicable  law  to be
included therein.  The  Offer  shall  contain  all  instructions  and  materials
necessary  to  enable such  Holders to  tender  Notes pursuant  to the  Offer to
Purchase. The Offer shall also state:

     (1)  the Section of the Indenture pursuant  to which the Offer to  Purchase
          is being made;

     (2)  the Expiration Date and the Purchase Date;

     (3)  the  aggregate principal amount of the Outstanding Notes offered to be
          purchased by the Company pursuant to the Offer to Purchase (including,
          if less  than 100%,  the  manner by  which  such has  been  determined
          pursuant  to the Section hereof requiring  the Offer to Purchase) (the
          "Purchase Amount");
                                        41


     (4)  the purchase price to be paid by the Company for each $1,000 aggregate
          principal amount of Notes accepted for payment (as specified  pursuant
          to the Indenture) (the "Purchase Price");

     (5)  that  the Holder may tender all or any portion of the Notes registered
          in the name of  such Holder and  that any portion  of a Note  tendered
          must be tendered in an integral multiple of $1,000 principal amount;

     (6)  the  place  or places  where Notes  are to  be surrendered  for tender
          pursuant to the Offer to Purchase;

     (7)  that interest on any Note not  tendered or tendered but not  purchased
          by  the Company  pursuant to  the Offer  to Purchase  will continue to
          accrue;

     (8)  that on  the Purchase  Date the  Purchase Price  will become  due  and
          payable  upon each  Note being  accepted for  payment pursuant  to the
          Offer to Purchase and that interest  thereon shall cease to accrue  on
          and after the Purchase Date;

     (9) that  each Holder electing  to tender a  Note pursuant to  the Offer to
         Purchase will be required to surrender such Note at the place or places
         specified in the Offer prior to the close of business on the Expiration
         Date (such Note being, if the Company or the Trustees so require,  duly
         endorsed by, or accompanied by a written instrument of transfer in form
         satisfactory  to, the  Company and the  Trustees, duly  executed by the
         Holder thereof or his attorney duly authorized in writing);

     (10) that Holders will be entitled to withdraw all or any portion of  Notes
          tendered  if the Company  (or their Paying  Agent) receives, not later
          than the close of business on the Expiration Date, a telegram,  telex,
          facsimile transmission or letter setting forth the name of the Holder,
          the  principal amount of the Note the Holder tendered, the certificate
          number of  the Note  the Holder  tendered and  a statement  that  such
          Holder is withdrawing all or a portion of his tender;

     (11) that  (a) if Notes in an aggregate principal amount less than or equal
          to the Purchase Amount are duly tendered and not withdrawn pursuant to
          the Offer to Purchase, the Company  shall purchase all such Notes  and
          (b)  if  Notes  in an  aggregate  principal  amount in  excess  of the
          Purchase Amount are tendered and  not withdrawn pursuant to the  Offer
          to  Purchase,  the Company  shall purchase  Notes having  an aggregate
          principal amount equal  to the  Purchase Amount  on a  pro rata  basis
          (with such adjustments as may be deemed appropriate so that only Notes
          in  denominations  of $1,000  or integral  multiples thereof  shall be
          purchased); and

     (12) that in the case of any Holder  whose Note is purchased only in  part,
          the  Company  shall  execute,  and a  Trustee  shall  authenticate and
          deliver to the Holder of such Note without service charge, a new  Note
          or  Notes, of any authorized denomination as requested by such Holder,
          in an aggregate  principal amount  equal to  and in  exchange for  the
          unpurchased portion of the Note so tendered.

      Any Offer to Purchase shall be governed by and effected in accordance with
the Offer for such Offer to Purchase.

      "Permitted  Interest Rate or Currency  Protection Agreement" of any Person
means any interest rate or currency  protection agreement entered into with  one
or  more  financial institutions  in  the ordinary  course  of business  that is
designed to  protect  such Person  against  fluctuations in  interest  rates  or
currency  exchange rates with respect to Debt  Incurred and which has a notional
amount no greater than the  payments due with respect  to the Debt being  hedged
thereby.

      "Permitted  Investment" means any  Investment in any  Affiliate or Related
Person (or any  Person that would  become an  Affiliate or Related  Person as  a
result of such Investment) that is engaged to a significant extent in a business
which  is  conducted by  the  Company, or  which  the Company  has  announced an
intention to conduct, on the date of the Indenture or a reasonable expansion  or
extension  thereof  or a  business ancillary  or  related thereto  or supportive
thereof.

                                        42


      "Permitted Liens" means, as of any particular time, any one or more of the
following:

     (i)    Liens existing on the date on which the Notes are originally  issued
            or provided for under the terms of agreements existing on such date;

     (ii)   Liens  on property  or assets acquired  by the  Company from another
            Person which are existing at the time of such acquisition,  provided
            that  such  Liens  (a) were  not  Incurred in  contemplation  of the
            acquisition of such property or  assets and (b) are applicable  only
            to such property or assets;

     (iii)  Liens  on any property or assets of the Company existing at the time
            of acquisition  thereof  (including acquisition  through  merger  or
            consolidation)  to secure or securing the payment of all or any part
            of the  purchase price,  cost of  improvement or  construction  cost
            thereof  or securing any indebtedness Incurred prior to, at the time
            of or within  120 days after,  the acquisition of  such property  or
            assets  or the completion  of any such  improvement or construction,
            whichever is later, for the purpose of financing all or any part  of
            the purchase price, cost of improvement or construction cost thereof
            or  to secure or securing the repayment  of money borrowed to pay in
            whole or any  part of such  purchase price, cost  of improvement  or
            construction cost of any vendor's privilege or lien on such property
            securing all or any part of such purchase price, cost of improvement
            or  construction  cost,  including  title  retention  agreements and
            leases in the  nature of title  retention agreements (provided  such
            Liens  are limited to such property or assets and to improvements on
            such property);

     (iv)   any Lien securing the Notes;

     (v)   Liens in favor of the Company or a Restricted Subsidiary;

     (vi)   Liens to secure Debt that is  permitted to be Incurred under  clause
            (e),  (f), (g)  or (i) under  the "Limitation on  Debt and Preferred
            Shares" covenant;

     (vii)  any interest  or title  of a  lessor to  any property  subject to  a
            Capital Lease Obligation which is permitted to be Incurred under the
            Indenture;

     (viii) any right of set-off, refund or charge-back available to any bank or
            other financial institution;

     (ix)   Liens  to  secure  Permitted Interest  Rate  or  Currency Protection
            Agreements; or

     (x)   Liens to secure Debt Incurred to renew, extend, refinance or  refund,
           in  whole or  in part, Debt  secured by  any Lien referred  to in the
           foregoing clauses (iv), (v),  (vi), (viii) and (ix)  so long as  such
           Lien  does not extend to any  other property and the principal amount
           of the Debt so secured does  not exceed the principal amount of  Debt
           so renewed, extended, refinanced or refunded.

      "Preferred  Shares" of any Person means shares of such Person of any class
or classes (however designated) that rank  prior, as to payment of dividends  or
as  to distribution  of assets  upon any  voluntary or  involuntary liquidation,
dissolution or winding-up of such Person, to  shares of any other class of  such
Person.

      "Project"  means a residential  or resort development  project (or, in the
case of any  such project  which is being  developed in  phases, any  particular
phase thereof), including for greater certainty houses, townhomes, multiple unit
residences,  timeshare buildings,  strata-titled hotels  and mixed-use buildings
which are comprised  of one or  more of  the foregoing types  of facilities  and
commercial   space,  together,  in  each  case,  with  ancillary  amenities  and
facilities.

      "Qualifying Construction Loan" means a loan (i) with a term to maturity of
18 months or less, (ii)  the proceeds of which are  used to finance the cost  of
development  or construction of a Qualifying Project and (iii) which is advanced
by a financial institution dealing with the Company at arm's length.

      "Qualifying Project" means a Project in respect of which (i) the aggregate
estimated development or construction costs do not exceed Cdn.$7,500,000 in  the
case  of a  Project in  Canada or $7,500,000  in the  case of  a Project outside
Canada, provided that the aggregate estimated development or construction  costs
for  all Projects permitted  pursuant to this  clause (i) at  any time shall not
exceed Cdn.$40,000,000, or  (ii) substantially all  space other than  commercial
space    and    common    areas    is    being    developed    for    sale   and
                                        43


purchase and sale agreements acceptable  to the financial institution  providing
the  applicable Qualifying Construction Loan have been entered into representing
aggregate sales  revenues equal  to  at least  50%  of the  aggregate  estimated
development or construction costs of such Project.

      "Rating  Agencies" means (i) S&P, Moody's and DBRS or (ii) if S&P, Moody's
and DBRS or any of them are not making ratings of the Notes publicly  available,
a  nationally recognized  U.S. rating  agency or agencies,  as the  case may be,
selected by the Company, which will be  substituted for S&P or Moody's or  both,
as  the  case may  be,  or a  nationally  recognized Canadian  rating  agency or
agencies, as the case may be, selected by the Company, which will be substituted
for DBRS.

      "Rating Categories" means (i)  with respect to S&P,  any of the  following
categories (any of which may include a "+" or "-"): AAA, AA, A, BBB, BB, B, CCC,
C  and D (or equivalent successor categories); (ii) with respect to Moody's, any
of the following categories (any of which  may include a "1," "2" or "3"):  Aaa,
Aa,  A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); (iii)
with respect to DBRS, any of the following categories (any of which may  include
a  "(high)" or "(low)"): AAA,  AA, A, BBB, BB,  B, CCC, CC, and  C; and (iv) the
equivalent of any such categories of S&P, Moody's or DBRS used by another Rating
Agency, if applicable.

      "Redeemable Stock" of any  Person means any Capital  Stock of such  Person
that  by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or otherwise (including upon the occurrence  of
an  event) matures or is  required to be redeemed  (pursuant to any sinking fund
obligation or otherwise) or is convertible  into or exchangeable for Debt or  is
redeemable at the option of the holder thereof, in whole or in part, at any time
prior to the final Stated Maturity of the Notes.

      "Related  Person"  of  any  Person  means  any  other  Person  directly or
indirectly owning (i) 5% or more of the outstanding Common Stock of such  Person
(or, in the case of a Person that is not a corporation, 5% or more of the equity
interest  in such Person) or (ii) 5% or more of the combined voting power of the
Voting Stock of such Person.

      "Restricted Subsidiary"  means  any  Subsidiary of  the  Company,  whether
existing  on or after  the date of  the Indenture, unless  such Subsidiary is an
Unrestricted Subsidiary.

      "S&P" means Standard &  Poor's, a division  of The McGraw-Hill  Companies,
Inc. and its successors.

      "Sale  and Leaseback Transaction" of any  Person means an arrangement with
any lender or investor or to which  any lender or investor is a party  providing
for  the leasing by  such Person of any  property or asset of  such Person for a
term, including renewal terms  at the option  of the lessor,  of three years  or
more  and which property  or asset has been  or is being  sold or transferred by
such Person more than 270 days  after the acquisition thereof or the  completion
of  construction or commencement of operation thereof to such lender or investor
or to any Person to whom funds have been or are to be advanced by such lender or
investor on the security of such property or asset. The term of such arrangement
shall be deemed to expire on the date  of the last payment of rent or any  other
amount  due  under  such  arrangement  prior to  the  first  day  on  which such
arrangement may be terminated by the lessee without payment of a penalty.

      "Subsidiary" of any Person  means (i) a corporation  more than 50% of  the
combined  voting  power  of the  outstanding  Voting  Stock of  which  is owned,
directly or indirectly, by such Person or  by one or more other Subsidiaries  of
such  Person or by such Person and one  or more Subsidiaries thereof or (ii) any
other Person (other than  a corporation) in  which such Person,  or one or  more
other  Subsidiaries  of  such  Person  or such  Person  and  one  or  more other
Subsidiaries thereof, directly or indirectly, has at least a majority  ownership
and power to direct the policies, management and affairs thereof.

      "Voting  Stock" of  any Person  means Capital  Stock of  such Person which
ordinarily has voting power for the election of directors (or Persons performing
similar functions) of such Person,  whether at all times or  only so long as  no
senior class of securities has such voting power by reason of any contingency.

      "Wholly  Owned  Restricted Subsidiary"  of any  Person means  a Restricted
Subsidiary of  such  Person  all  of the  outstanding  Capital  Stock  or  other
ownership    interests    of   which    (other   than    directors'   qualifying

                                        44


shares) shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person or by such Person and one or more  Wholly
Owned Restricted Subsidiaries of such Person.

EVENTS OF DEFAULT

      The  following are Events  of Default under the  Indenture: (a) failure to
pay principal of (or premium, if any, on) any Note when due; (b) failure to  pay
any  interest on any  Note when due, continued  for 30 days;  (c) default in the
payment of principal and interest on Notes required to be purchased pursuant  to
an  Offer to Purchase as described under "-- Covenants -- Change of Control" and
"-- Covenants --  Limitation on Asset  Dispositions" when due  and payable;  (d)
failure  to perform or comply with  the provisions described under "-- Covenants
-- Amalgamations,  Mergers, Consolidations  and Certain  Sales of  Assets;"  (e)
failure  to perform  any other  covenant or agreement  of the  Company under the
Indenture or the Notes continued for 30 days after written notice to the Company
by the Trustees  or Holders of  at least  25% in aggregate  principal amount  of
Outstanding  Notes; (f) default under the  terms of any instrument evidencing or
securing Debt for  money borrowed by  the Company or  any Restricted  Subsidiary
having an outstanding principal amount of Cdn.$25,000,000 individually or in the
aggregate which default results in the acceleration of the payment of all or any
portion  of such Debt  or constitutes the failure  to pay all  or any portion of
such Debt when  due, provided,  however, that for  such purpose  Debt shall  not
include  any  Non-Recourse  Debt;  (g)  the rendering  of  a  final  judgment or
judgments (not subject to  appeal) against the Company  or any Subsidiary in  an
amount in excess of Cdn.$25,000,000 which remains undischarged or unstayed for a
period  of 60 days after the date on  which the right to appeal has expired; and
(h) certain events  of bankruptcy,  insolvency or  reorganization affecting  the
Company or any Subsidiary. (sec. 501) Subject to the provisions of the Indenture
relating  to the  duties of the  Trustees, if  an Event of  Default (as defined)
shall occur  and be  continuing, the  Trustees will  be under  no obligation  to
exercise  any of their  rights or powers  under the Indenture  at the request or
direction of any of the Holders, unless  such Holders shall have offered to  the
Trustees  reasonable indemnity.  (sec. 603) Subject  to such  provisions for the
indemnification of the Trustees the Holders of a majority in aggregate principal
amount of the Outstanding Notes will have  the right to direct the time,  method
and  place of conducting any proceeding or  any remedy available to the Trustees
or exercising any trust or power conferred on the Trustees. (sec. 512)

      If an Event of Default (other than an Event of Default described in clause
(h) above) shall occur and be continuing, either the Trustees or the Holders  of
at  least  25%  in  aggregate  principal amount  of  the  Outstanding  Notes may
accelerate the  maturity  of  all  Notes; provided,  however,  that  after  such
acceleration, but before a judgment or decree based on acceleration, the Holders
of  a majority  in aggregate  principal amount  of Outstanding  Notes may, under
certain circumstances,  rescind and  annul such  acceleration if  all Events  of
Default, other than the non-payment of accelerated principal, have been cured or
waived  as provided in the Indenture. If an Event of Default specified in clause
(h) above occurs, the Outstanding Notes  will ipso facto become immediately  due
and payable without any declaration or other act on the part of a Trustee or any
Holder. (sec. 502) For information as to waiver of default, see "-- Modification
and Waiver."

      No Holder of any Note will have any right to institute any proceeding with
respect  to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to  the Trustees written notice  of a continuing Event  of
Default  and unless  also the  Holders of  at least  25% in  aggregate principal
amount of the  Outstanding Notes shall  have made written  request, and  offered
reasonable  indemnity, to the Trustees to  institute such proceeding as trustee,
and the Trustees  shall have  not received  from the  Holders of  a majority  in
aggregate  principal amount  of the  Outstanding Notes  a direction inconsistent
with such request and shall have  failed to institute such proceeding within  60
days.  (sec. 507) However, such limitations do not apply to a suit instituted by
a Holder of a Note for enforcement  of payment of the principal of and  premium,
if  any, or interest on such Note on or after the respective due dates expressed
in such Note. (sec. 508)

      The Company  will be  required  to furnish  to  the Trustees  quarterly  a
statement  as to the  performance by the  Company of certain  of its obligations
under the Indenture and as to any default in such performance. (sec. 1017)

                                        45


SATISFACTION AND DISCHARGE OF THE INDENTURE

      The Indenture will  cease to be  of further effect  as to all  outstanding
Notes  (except as to (i) rights of registration of transfer and exchange and the
Company's  right  of  optional  redemption,  (ii)  substitution  of   apparently
mutilated,  defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to
receive payment of principal and interest  and Additional Amounts on the  Notes,
(iv)  rights, obligations and immunities of the Trustees under the Indenture and
(v) rights of the Holders  of the Notes as  beneficiaries of the Indenture  with
respect  to any property  deposited with the  Trustees payable to  all or any of
them), if (x) the Company will have paid  or caused to be paid the principal  of
and  interest on the Notes as and when the same will have become due and payable
and (y) all outstanding Notes (except lost, stolen or destroyed Notes which have
been replaced  or  paid) have  been  delivered  to a  Trustee  for  cancellation
(Article Twelve).

DEFEASANCE

      The  Indenture  provides  that,  at  the option  of  the  Company,  (a) if
applicable, the  Company will  be discharged  from any  and all  obligations  in
respect  of the Outstanding Notes (other than its ongoing obligations in respect
of the payment of Additional Amounts) or (b) if applicable, the Company may omit
to comply with certain restrictive covenants and that such omission shall not be
deemed to be an Event  of Default under the Indenture  and the Notes, in  either
case  upon irrevocable deposit  with a Trustee,  in trust, of  money and/or U.S.
government obligations which will provide money  in an amount sufficient in  the
opinion  of  a  nationally  recognized  firm  of  independent  certified  public
accountants to pay the principal of and premium, if any, and each installment of
interest, if any,  on the  Outstanding Notes. With  respect to  clause (b),  the
obligations  under the Indenture  other than with respect  to such covenants and
the Events  of  Default  other than  the  Events  of Default  relating  to  such
covenants  above shall remain in  full force and effect.  Such trust may only be
established if, among other things, (i) with respect to clause (a), the  Company
has  received from, or there has been published by, the Internal Revenue Service
a ruling or  there has been  a change in  law, which in  the opinion of  counsel
qualified  to practice in the  United States provides that  Holders of the Notes
will not recognize gain or loss for U.S. federal income tax purposes as a result
of such deposit and defeasance and will be subject to U.S. federal income tax on
the same amounts, in the  same manner and at the  same times as would have  been
the  case if such deposit,  defeasance and discharge had  not occurred, or, with
respect to clause (b), the Company has  delivered to the Trustees an opinion  of
counsel  qualified  to practice  in the  United  States to  the effect  that the
Holders of the Notes will not recognize gain or loss for U.S. federal income tax
purposes as a result of such deposit and defeasance and will be subject to  U.S.
federal income tax on the same amounts, in the same manner and at the same times
as  would have been  the case if  such deposit and  defeasance had not occurred;
(ii) the Company has delivered to  the Trustees an opinion of counsel  qualified
to  practice in Canada or  an advance income tax  ruling from the Canada Customs
and Revenue  Agency  to the  effect  that the  Holders  of the  Notes  will  not
recognize  income, gain or loss for Canadian federal or provincial income tax or
other Canadian tax purposes as a result,  in and of itself, of such deposit  and
defeasance  and will be subject to Canadian federal or provincial income tax and
other Canadian tax on the same amounts, in the same manner and at the same times
as would have been the  case had such deposit  and defeasance not occurred  (and
for the purposes of such opinion such Canadian counsel shall assume that Holders
of  the  Notes include  Holders  who are  not  resident in  Canada);  (iii) such
deposit, defeasance and discharge will not  result in a breach or violation  of,
or  constitute a default under any material agreement or instrument to which the
Company or any Restricted  Subsidiary is party  or by which  the Company or  any
Restricted  Subsidiary is bound; (iv) no Event of Default or event that with the
passing of time or the  giving of notice or both,  shall constitute an Event  of
Default  shall have occurred and be continuing; (v) the Company has delivered to
the Trustees an opinion  of counsel to  the effect that  such deposit shall  not
cause  the Trustees  or the  trust so  created to  be subject  to the Investment
Company Act of 1940; and (vi)  certain other customary conditions precedent  are
satisfied. (Article Four)

MODIFICATION AND WAIVER

      Modifications  and amendments of the Indenture  may be made by the Company
and the Trustees  with the consent  of the  Holders of a  majority in  aggregate
principal amount of the Outstanding Notes; provided,

                                        46


however,  that no such modification or amendment may, without the consent of the
Holder of each Outstanding Note affected thereby, (a) change the Stated Maturity
of the principal of, or any installment of interest on, any Note, (b) reduce the
principal amount of (or the premium), or  interest on, any Note, (c) change  the
place  or currency of payment of principal  of (or premium), or interest on, any
Note, (d) impair the right to institute suit for the enforcement of any  payment
on  or  with respect  to any  Note,  (e) reduce  the above-stated  percentage of
Outstanding Notes necessary  to modify or  amend the Indenture,  (f) reduce  the
percentage  of  aggregate principal  amount of  Outstanding Notes  necessary for
waiver of compliance with certain provisions  of the Indenture or for waiver  of
certain  defaults, (g)  modify any provisions  of the Indenture  relating to the
modification and amendment of  the Indenture or the  waiver of past defaults  or
covenants, except as otherwise specified, (h) following the mailing of any Offer
to  Purchase, modify  any Offer  to Purchase  for the  Notes required  under the
"Limitation on  Asset  Dispositions"  and  the  "Change  of  Control"  covenants
contained in the Indenture in a manner materially adverse to the Holders thereof
or (i) modify the Additional Amounts provisions of the Indenture. (sec. 902)

      The Holders of a majority in aggregate principal amount of the Outstanding
Notes,  on behalf of all  Holders of Notes, may  waive compliance by the Company
with certain restrictive  provisions of  the Indenture. (sec.  1018) Subject  to
certain  rights of the Trustees, as provided  in the Indenture, the Holders of a
majority in aggregate principal  amount of the Outstanding  Notes, on behalf  of
all  Holders of Notes, may waive any  past default under the Indenture, except a
default in the payment  of principal, premium or  interest or a default  arising
from  failure to purchase  any Note tendered  pursuant to an  Offer to Purchase.
(sec. 513)

GOVERNING LAW

      The Indenture is, and the Notes will be, governed by the laws of the State
of New York.

THE TRUSTEES

      JPMorgan Chase Bank is the U.S.  Trustee under the Indenture. Its  address
is  450  West 33rd,  15th  Floor, New  York, New  York,  10001. The  Company has
appointed the U.S. Trustee  as the initial Registrar  and as the initial  Paying
Agent  under the  Indenture. CIBC Mellon  Trust Company is  the Canadian Trustee
under the  Indenture. Its  address is  Suite 1600,  1066 West  Hastings  Street,
Vancouver, British Columbia, V6E 3X1.

      The  Indenture provides that, except during the continuance of an Event of
Default, the Trustees  will perform  only such  duties as  are specifically  set
forth  in  the Indenture.  During  the existence  of  an Event  of  Default, the
Trustees will exercise such rights and powers  vested in each of them under  the
Indenture and use the same degree of care and skill in its exercise as a prudent
person  would exercise under  the circumstances in the  conduct of such person's
own affairs. (sec. 603)

      The Indenture contains limitations on the rights of the Trustees should  a
Trustee become a creditor of the Company, to obtain payment of claims in certain
cases  or to realize on certain property received by a Trustee in respect of any
such claim  as  otherwise.  The  Trustees  are  permitted  to  engage  in  other
transactions  with the  Company or any  Affiliate, provided, however,  that if a
Trustee acquires any conflicting interest (as referred to in the Indenture),  it
must eliminate such conflict or resign. (sec. 608)

CONSENT TO JURISDICTION AND SERVICE

      The  Indenture provides that  the Company will  irrevocably consent to the
non-exclusive jurisdiction of any court of the  State of New York or any  United
States  federal court sitting in  the Borough of Manhattan,  New York, New York,
United States of  America, and  any appellate court  from any  thereof, and  has
waived  immunity from the jurisdiction  of such courts over  any suit, action or
proceeding or  objection  thereto  on ground  of  venue,  residence/domicile  or
inconvenient  forum that may be brought in connection with the Indenture and the
Notes. The Company  has irrevocably  appointed PTSGE Corp.,  925 Fourth  Avenue,
Suite  2900, Seattle, Washington, 98104-1158, as its authorized agent upon which
all writs, process and summonses may be served in any suit, action or proceeding
brought in connection with the Indenture or the Notes against the Company in any
court of the State  of New York  or any United States  federal court sitting  in
                                        47


the  Borough of Manhattan,  New York City  and has agreed  that such appointment
shall be irrevocable so long as any of the Notes remain outstanding or until the
irrevocable appointment by the  Company of a successor  in the United States  as
its  authorized agent for such purpose and the acceptance of such appointment by
such successor.

ENFORCEABILITY OF JUDGMENTS

      Since a  substantial  portion  of  the  assets  of  the  Company  and  its
subsidiaries  are outside the United States, any judgment obtained in the United
States against the Company, including judgments  with respect to the payment  of
principal,  premium, if  any, or  interest on the  Notes may  not be collectible
within the United States.

      The Company has been informed  by its Canadian counsel, McCarthy  Tetrault
LLP,  that the laws of the Province of  British Columbia and the federal laws of
Canada applicable therein permit an action to be brought in a court of competent
jurisdiction in the Province of British Columbia (a "British Columbia Court") on
a final and conclusive judgment in personam against the Company of a federal  or
state court in the State of New York (a "New York Court") that is subsisting and
unsatisfied  respecting the enforcement  of the Notes or  the Indenture, that is
not impeachable as void or voidable under the  law of the State of New York  and
that  is for a sum certain if (i) the New York Court that rendered such judgment
had jurisdiction over the judgment debtor,  as recognized by a British  Columbia
Court  (and  submission by  the Company  in the  Notes or  the Indenture  to the
jurisdiction of the New York Court will be deemed sufficient for such  purpose),
(ii)  such judgment was not obtained by fraud or in a manner contrary to natural
justice, and  the enforcement  thereof  would not  be inconsistent  with  public
policy  as the term  is defined by a  British Columbia Court  or contrary to any
order made by the Attorney General of Canada under the Foreign  Extraterritorial
Measures  Act  (Canada),  (iii)  the enforcement  of  such  judgment  in British
Columbia does not constitute, directly or indirectly, the enforcement of foreign
revenue, expropriatory or  penal laws, (iv)  in an action  to enforce a  default
judgment, the judgment does not contain a manifest error on its face and (v) the
action  to enforce such  judgment is commenced  within six years  of the date of
such judgment; provided  that a  British Columbia Court  may stay  an action  to
enforce a foreign judgment if an appeal of a judgment is pending or the time for
appeal  has  not  expired; and  provided  further  that under  the  Currency Act
(Canada), a British Columbia Court may only give judgment in Canadian dollars.

EXCHANGE OFFER; REGISTRATION RIGHTS

      The Company has entered  into the Registration  Rights Agreement with  the
Initial  Purchasers pursuant to which the Company has agreed, for the benefit of
the holders of the Original  Notes, at the Company's cost,  (i) to use its  best
efforts  to  file a  registration  statement (the  "Exchange  Offer Registration
Statement") within 60 days following the date of original issue of the  Original
Notes  (the "Issue Date") with the Commission with respect to the Exchange Offer
for the Exchange Notes, (ii) to use its best efforts to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act  within
180  days  following  the  Issue Date  and  (iii)  to use  its  best  efforts to
consummate  the  Exchange  Offer  within  45  days  after  the  Exchange   Offer
Registration  Statement  has been  declared effective.  Upon the  Exchange Offer
Registration Statement  being declared  effective, the  Company will  offer  the
Exchange Notes in exchange for surrender of the Original Notes. The Company will
keep  the Exchange Offer open  for not less than 30  calendar days (or longer if
required by  applicable law)  after the  date notice  of the  Exchange Offer  is
mailed  to the holders of the Original Notes. For each Original Note surrendered
to the Company pursuant to the Exchange Offer, the holder of such Original  Note
will  receive an Exchange  Note having a  principal amount equal  to that of the
surrendered Original Note.

      The Company is making  the Exchange Offer in  reliance on the position  of
the  staff of the Commission as set  forth in certain no-action letters to other
parties in  other transactions.  However, the  Company has  not sought  its  own
no-action  letter and there can be no assurance that the staff of the Commission
would make a similar determination with respect to the Exchange Offer as in such
other circumstances.  Based  upon these  interpretations  by the  staff  of  the
Commission,  the Company  believes that  Exchange Notes  issued pursuant  to the
Exchange Offer in exchange for Original Notes may be offered for resale,  resold
and otherwise transferred
                                        48


by  a holder  thereof (other than  any holder  which is (i)  a broker-dealer who
purchased such Original Notes directly from  the Company for resale pursuant  to
Rule  144A  or  other available  exemptions  under  the Securities  Act,  (ii) a
broker-dealer who acquired such Original Notes  as a result of market-making  or
other  trading activities or (iii) a person that is an Affiliate of the Company)
without compliance with the registration  and prospectus delivery provisions  of
the  Securities  Act, provided  that  such Exchange  Notes  are acquired  in the
ordinary  course  of  such  holder's  business  and  that  such  holder  is  not
participating,  and  has  no arrangement  or  understanding with  any  person to
participate, in a  distribution (within the  meaning of the  Securities Act)  of
such  Exchange Notes. Holders of Original Notes accepting the Exchange Offer for
the purpose of  participating in a  distribution of the  Exchange Notes may  not
rely  on the  position of  the staff  of the  Commission as  set forth  in these
no-action letters and would have to comply with the registration and  prospectus
delivery  requirements of  the Securities Act  in connection  with any secondary
resale transaction. A  secondary resale transaction  in the United  States by  a
holder  of Original Notes who is using  the Exchange Offer to participate in the
distribution of  Exchange Notes  must be  covered by  an effective  registration
statement containing the selling securityholder information required by Item 507
of Regulation S-K under the Securities Act.

      Each  broker-dealer (other than an Affiliate of the Company) that receives
Exchange Notes  for  its  own  account  pursuant  to  the  Exchange  Offer  must
acknowledge  that it  acquired the Original  Notes as a  result of market-making
activities or other trading activities and will deliver a prospectus meeting the
requirements of  the  Securities Act  in  connection  with any  resale  of  such
Exchange  Notes. The Letter of Transmittal  states that by so acknowledging, and
by delivering a prospectus, a broker-dealer will not be deemed to admit that  it
is  an "underwriter" within the meaning of the Securities Act even though it may
be deemed to be an underwriter for purposes thereof. This Prospectus, as it  may
be  amended or supplemented from time to time, may be used by a broker-dealer in
connection with  resales of  Exchange Notes  received in  exchange for  Original
Notes  where such Original Notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has  agreed
that,  for a period  ending on the earlier  of the 180th  day after the Exchange
Offer has  been completed  or such  time  as broker-dealers  no longer  own  any
Registrable  Securities (as  defined in  the Registration  Rights Agreement), it
will make this  Prospectus, as amended  or supplemented, available  to any  such
broker-dealer  for  use  in  connection  with  any  such  resale.  See  "Plan of
Distribution." Any broker-dealer who is an affiliate of the Company may not rely
on such no-action letters and must  comply with the registration and  prospectus
delivery  requirements of  the Securities Act  in connection  with any secondary
resale transactions.

      In the event  that any changes  in the applicable  interpretations of  the
staff  of the Commission do not permit  the Company to effect the Exchange Offer
for the  purposes set  forth in  the Registration  Rights Agreement,  or if  the
Exchange  Offer is not completed within 225 days following the Issue Date, or if
any holder of the Original Notes is not eligible to participate in the  Exchange
Offer,  the Company will,  at its cost,  (a) as promptly  as practicable, but no
later than  30  days  after  the  time such  obligation  arises,  file  a  shelf
registration statement pursuant to the Securities Act relating to resales of the
Original Notes (the "Shelf Registration Statement"), (b) use its best efforts to
cause  the  Shelf  Registration Statement  to  be declared  effective  under the
Securities Act within 120 days after such Shelf Registration Statement is  filed
and  (c) use its best efforts to keep effective the Shelf Registration Statement
until two years after its effective date. The Company will, in the event of  the
filing of a Shelf Registration Statement, provide to each holder of the Original
Notes  copies  of the  prospectus  which is  a  part of  the  Shelf Registration
Statement, notify each such holder when the Shelf Registration Statement for the
Original Notes  has become  effective  and take  certain  other actions  as  are
required  to  generally permit  unrestricted resales  of  the Original  Notes. A
holder of Original Notes  that sells such Original  Notes pursuant to the  Shelf
Registration  Statement  generally will  be required  to be  named as  a selling
securityholder in  the  related  prospectus  and  to  deliver  a  prospectus  to
purchasers,  will be subject to certain  of the civil liability provisions under
the Securities  Act in  connection with  such sales  and will  be bound  by  the
provisions  of the Registration Rights Agreement  which are applicable to such a
holder (including certain indemnification obligations). In addition, each holder
of the Original  Notes will be  required to  deliver information to  be used  in
connection  with the Shelf Registration Statement and to provide comments on the
Shelf Registration Statement  within the  time periods  set forth  in the  Shelf
Registration  Rights Agreement in order to have their Original Notes included in
the Shelf Registration
                                        49


Statement and to benefit  from the provisions  regarding liquidated damages  set
forth in the following paragraph.

      In  the event that either (i) the Exchange Offer Registration Statement is
not filed with the Commission  on or prior to the  60th day following the  Issue
Date  or the Shelf Registration Statement is not filed with the Commission on or
prior to the 30th day following the date an obligation to file arises, (ii) such
Exchange Offer Registration  Statement or  Shelf Registration  Statement is  not
declared  effective on or prior to the 180th day following the Issue Date or the
120th day after such Shelf Registration Statement is filed, respectively,  (iii)
the  Exchange Offer is not completed within  45 days after the initial effective
date  of  the  Exchange  Registration  Statement  or  (iv)  the  Exchange  Offer
Registration Statement or Shelf Registration Statement is declared effective but
thereafter  ceases to be  effective or useable  (each such event  referred to in
clauses (i) through (iv) above, a "Registration Default" and each period  during
which  a Registration  Default has occurred  and is  continuing, a "Registration
Default Period"), then special interest, in  addition to the interest set  forth
on  the cover hereof, shall accrue on the  Original Notes at a per annum rate of
0.5% for the  first 90 days  of the Registration  Default Period, and  at a  per
annum  rate of  1.0% thereafter  for the  remaining portion  of the Registration
Default Period.  Upon cure  of the  Registration Default,  the special  interest
shall  no longer accrue and  the Notes will bear  interest at the original rate;
provided, however,  that  if, after  any  such cure,  a  different  Registration
Default  occurs, then special interest shall again accrue in accordance with the
foregoing provisions.

      The summary  herein  of  certain provisions  of  the  Registration  Rights
Agreement does not purport to be complete and is subject to, and is qualified in
its  entirety by  reference to,  all the  provisions of  the Registration Rights
Agreement, a copy of which is available upon request to the Company.

TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES

  GLOBAL NOTES

      The Exchange Notes  will be represented  by one or  more fully  registered
global  notes without  coupons (the "Global  Notes") and will  be deposited upon
issuance with the U.S. Trustee as custodian for DTC, in New York, New York,  and
registered  in the name  of DTC or its  nominee. Except as  set forth below, the
Global Notes may be transferred in whole and not in part only to DTC or  another
nominee of DTC.

      So long as DTC or its nominee is the registered owner thereof, DTC or such
nominee,  as the case may be, will be considered the sole owner or Holder of the
Exchange Notes  represented by  the  Global Notes  for  all purposes  under  the
Indenture.  Except  as provided  below, owners  of  beneficial interests  in the
Global Notes will not be entitled to have the Exchange Notes represented by  the
Global  Notes registered  in their  names, will  not receive  or be  entitled to
receive physical delivery of the Exchange Notes in definitive form and will  not
be considered the owners or Holders thereof under the Indenture.

      The following is based on information furnished by DTC:

      DTC  is  a  limited-purpose trust  company  organized under  the  New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of  the Uniform  Commercial  Code, and  a "clearing  agency"  registered
pursuant  to  the provisions  of  Section 17A  of  the Exchange  Act.  DTC holds
securities that its  participants ("Participants")  deposit with  DTC. DTC  also
facilitates  the settlement among Participants  of securities transactions, such
as  transfers   and  pledges,   in  deposited   securities  through   electronic
computerized  book-entry changes in  Participants' accounts, thereby eliminating
the need for physical movement  of securities certificates. Direct  Participants
("Direct  Participants") include  securities brokers  and dealers,  banks, trust
companies, clearing corporations and certain  other organizations. DTC is  owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the  American Stock Exchange,  Inc., and the  National Association of Securities
Dealers, Inc.  Access  to DTC's  system  is also  available  to others  such  as
securities  brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly  or
indirectly  ("Indirect  Participant").  The  rules  applicable  to  DTC  and its
Participants are on file with the Commission.

                                        50


      Purchases of the  Exchange Notes  under DTC's system  must be  made by  or
through  Direct Participants, which will receive  a credit for such the Exchange
Notes on DTC's records. The ownership interest of each actual purchaser of  each
the  Exchange Note represented by a Global  Note ("Beneficial Owner") is in turn
to be  recorded on  the Direct  and Indirect  Participants' records.  Beneficial
Owners  will not  receive written confirmation  from DTC of  their purchase, but
Beneficial Owners  are  expected  to  receive  written  confirmations  providing
details  of the transaction,  as well as periodic  statements of their holdings,
from the Direct  or Indirect  Participants through which  such Beneficial  Owner
entered  into the  transaction. Transfers of  ownership interests  in the Global
Notes representing the Exchange Notes are to be accomplished by entries made  on
the  books of  Participants acting  on behalf  of Beneficial  Owners. Beneficial
Owners of the Global Notes representing the Exchange Notes will not receive  the
Exchange  Notes  in  definitive  form  representing  their  ownership  interests
therein, except in  the event that  use of  the book-entry system  for such  the
Exchange  Notes is discontinued  or upon the occurrence  of certain other events
described herein.

      To facilitate  subsequent transfers,  all  Global Notes  representing  the
Exchange  Notes which are deposited with DTC are registered in the name of DTC's
nominee, Cede & Co. The deposit of Global Notes with DTC and their  registration
in  the name of Cede & Co. effect  no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners  of the Global Notes representing  the
Notes;  DTC's records  reflect only the  identity of the  Direct Participants to
whose accounts such Notes are credited, which  may or may not be the  Beneficial
Owners.  The Participants will  remain responsible for  keeping account of their
holdings on behalf of their customers.

      Conveyance  of  notices  and  other   communications  by  DTC  to   Direct
Participants,  by Direct  Participants or  Indirect Participants,  and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed  by
arrangements  among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

      Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Notes representing the  book-entry Exchange Notes.  Under its usual  procedures,
DTC  mails  an omnibus  proxy (an  "Omnibus Proxy")  to the  Company as  soon as
possible after the  applicable record  date. The  Omnibus Proxy  assigns Cede  &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the  Exchange Notes are credited on the  applicable record date (identified in a
listing attached to the Omnibus Proxy).

      Principal, premium,  if any,  and interest  payments on  the Global  Notes
representing the Exchange Notes will be made to DTC. DTC's practice is to credit
Direct  Participants' accounts on the applicable payment date in accordance with
their respective  holdings shown  on  DTC's records  unless  DTC has  reason  to
believe  that it will not receive payment on such date. Payments by Participants
to Beneficial Owners  will be  governed by standing  instructions and  customary
practices,  as is the case with securities  held for the account of customers in
bearer form or registered  in "street name," and  will be the responsibility  of
such  Participant and not  of DTC, the  Trustees or the  Company, subject to any
statutory or regulatory  requirements as  may be in  effect from  time to  time.
Payment of principal, premium, if any, and interest to DTC is the responsibility
of  the  Company  or  the  Trustees, disbursement  of  such  payments  to Direct
Participants shall  be  the responsibility  of  DTC, and  disbursement  of  such
payments  to the  Beneficial Owners  shall be  the responsibility  of Direct and
Indirect Participants.  Neither  the Company  nor  the Trustees  will  have  any
responsibility  or liability  for the  disbursements of  payments in  respect of
ownership interests in the Notes by  DTC or the Direct or Indirect  Participants
or  for maintaining or  reviewing any records  of DTC or  the Direct or Indirect
Participants relating to ownership interests in the Notes or the disbursement of
payments in respect thereof.

      DTC may discontinue providing its  services as securities depositary  with
respect  to the Exchange  Notes at any  time by giving  reasonable notice to the
Company or  the Trustees.  Under such  circumstances, and  in the  event that  a
successor  securities depositary is  not obtained, Exchange  Notes in definitive
form are  required  to be  printed  and delivered.  The  Company may  decide  to
discontinue use of the system of book-entry transfers through DTC or a successor
securities depositary.

      According  to DTC, the foregoing information  with respect to DTC has been
provided to the members  of the financial  community for informational  purposes
only  and is not  intended to serve  as a representation,  warranty, or contract
modification of any kind.
                                        51


      The information in this section concerning  DTC and DTC's system has  been
obtained  from sources that the Company believes  to be reliable, but is subject
to any changes to the arrangements between  the Company and DTC and any  changes
to such procedures that may be instituted unilaterally by DTC.

                                 CREDIT RATINGS

      The  Notes have been assigned  a rating of B+  by Standard & Poor's Rating
Services, a division of The McGraw-Hill Companies Inc. ("S&P"), and a rating  of
B1 by Moody's Investors Service, Inc. ("Moody's"). S&P rates debt instruments by
rating categories from a high of AAA to a low of D, with a "+" or "-" indicating
relative  strength within the rating category. Moody's rates debt instruments by
rating categories from  a high of  Aaa to a  low of D,  with a "1",  "2" or  "3"
indicating  relative strength within the rating category. Prospective recipients
of the Exchange  Notes pursuant to  the Exchange Offer  should consult with  the
rating  agencies with respect to the interpretation of the foregoing ratings and
the implication of those ratings. The  credit ratings accorded to the Notes  are
not  recommendations  to buy,  sell  or hold  the Notes  and  may be  subject to
revision or withdrawal by S&P and Moody's at any time.

                              PLAN OF DISTRIBUTION

      The Exchange  Offer is  not being  made to,  nor will  the Company  accept
tenders  for exchange  from, holders  of Original  Notes in  any jurisdiction in
which the Exchange Offer  or the acceptance thereof  would not be in  compliance
with the securities or blue sky laws of such jurisdiction.

      Each  broker-dealer that  receives Exchange Notes  for its  own account in
exchange for Original Notes pursuant to the Exchange Offer must acknowledge that
it will deliver this Prospectus in  connection with any resale of such  Exchange
Notes.  This Prospectus, as it may be amended or supplemented from time to time,
may be used by  a broker-dealer who  holds Original Notes  acquired for its  own
account  as a result of market-making activities or other trading activities (an
"Exchanging Dealer") in connection  with resales of  Exchange Notes received  in
exchange  for Original Notes. The Company has agreed that for a period beginning
when Exchange Notes are  first issued in  the Exchange Offer  and ending on  the
earlier  of the 180th day after the Exchange Offer has completed or such time as
broker-dealers no  longer own  any  Registrable Securities  (as defined  in  the
Registration  Rights  Agreement)  (the  "Resale  Period"),  it  will  make  this
Prospectus, as amended or supplemented,  available to any Exchanging Dealer  for
use in connection with any such resale.

      The  Company will not  receive any proceeds from  the exchange of Original
Notes for Exchange Notes.  Exchange Notes received  by broker-dealers for  their
own  account pursuant to the Exchange Offer may be sold from time to time in one
or more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options  on the Exchange Notes  or a combination of  such
methods  of resale,  at market prices  prevailing at  the time of  resale, or at
prices related to  such prevailing market  prices or at  negotiated prices.  Any
such  resale may be made directly to  purchasers or to or through broker-dealers
who may receive compensation in the form of commissions or concessions from  any
such   broker-dealer  and/or   the  purchasers   of  any   Exchange  Notes.  Any
broker-dealer that resells Exchange Notes that  were received by it for its  own
account  in exchange for Original  Notes pursuant to the  Exchange Offer and any
person that  participates in  the distribution  of such  Exchange Notes  may  be
deemed  an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of Exchange Notes and any commissions or concessions received
by any such broker-dealers may be  deemed to be underwriting compensation  under
the  Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver,  and by delivering,  a prospectus a  broker-dealer will not  be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

      Until  the  Resale  Period has  expired,  the Company  will  promptly send
additional copies of  this Prospectus and  any amendment or  supplement to  this
Prospectus to any broker-dealer that acquired Original Notes for its own account
as  a result  of market-making activities  or other trading  activities and that
requests such documents  in the  Letter of Transmittal  applicable thereto.  The
Company has agreed to pay all expenses incident to the Exchange Offer other than
commissions or concessions of any broker-dealers and will

                                        52


indemnify  the  holders of  the  Original Notes  (including  any broker-dealers)
against certain liabilities, including liabilities under the Securities Act.

      By acceptance of  this Exchange  Offer, each  broker-dealer that  receives
Exchange  Notes in  exchange for Original  Notes pursuant to  the Exchange Offer
agrees that, upon receipt of notice from the Company of (i) the issuance by  the
Commission  of any stop order or  cease trade order suspending the effectiveness
of the  Registration Statement  or  the qualification  for distribution  of  the
Exchange  Notes or the initiation of any  proceedings for that purpose; (ii) the
receipt by the Company of any notification with respect to the suspension of the
qualification or qualification for distribution  of the Exchange Notes  included
therein  for sale in  any jurisdiction or  the initiation or  threatening of any
proceeding for such purpose; or (iii)  the happening of any event that  requires
the  making of any changes  in the Registration Statement  or this Prospectus so
that, as of such  date, the Registration Statement  or this Prospectus does  not
include  an untrue statement of a material fact or omit to state a material fact
necessary to make  the statements therein  (in the case  of this Prospectus,  in
light  of the  circumstances under which  they were made)  not misleading (which
notice the Company agrees  to advise to any  broker-dealer that has provided  in
writing to the Company a telephone or facsimile number and address for notices),
such broker-dealer will suspend the use of this Prospectus until the Company has
amended or supplemented this Prospectus to correct such misstatement or omission
and  has  furnished copies  of the  amended or  supplemented Prospectus  to such
broker-dealer or until it is advised in  writing by the Company that the use  of
this  Prospectus may  be resumed  and has received  copies of  any amendments or
supplements thereto. If the Company gives any such notice to suspend the use  of
this  Prospectus, it will extend the Resale  Period by the number of days during
the period from  and including  the date  of the giving  of such  notice to  and
including  the date  when broker-dealers shall  have received (x)  copies of the
supplemented or amended Prospectus necessary to permit resales of Exchange Notes
or (y) the advice in writing.

      NO "UNDERWRITER"  WITHIN THE  MEANING  OF APPLICABLE  CANADIAN  SECURITIES
LEGISLATION HAS BEEN INVOLVED IN THE PREPARATION OF THIS PROSPECTUS OR PERFORMED
ANY REVIEW OF THE CONTENTS OF THIS PROSPECTUS.

                                        53


                        CERTAIN INCOME TAX CONSEQUENCES

      Holders  of Original Notes  who exchange such  Original Notes for Exchange
Notes should consult  their own tax  advisers with respect  to their  particular
circumstances and with respect to the effects of U.S. federal, Canadian federal,
state, provincial, local or foreign tax laws to which they may be subject.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

      The  following is a  summary of the material  United States federal income
tax consequences of the  exchange of the Original  Notes for the Exchange  Notes
and  the ownership and disposition of the  Exchange Notes. This summary is based
on the United  States Internal Revenue  Code of 1986,  as amended (the  "Code"),
existing   and  proposed   Treasury  regulations   promulgated  thereunder,  and
administrative and judicial interpretations thereof  (all as of the date  hereof
and  all  of which  are subject  to change,  possibly with  retroactive effect).
Except as specifically set forth herein,  this summary deals only with  Exchange
Notes  acquired by  a U.S.  Holder (as defined  below) pursuant  to the Exchange
Offer and held as capital assets within the meaning of Section 1221 of the Code.
It does not discuss all of the tax consequences that may be relevant to  holders
in  light of  their particular  circumstances or  to holders  subject to special
rules, such as banks, insurance companies, tax-exempt organizations, dealers  in
securities  or foreign currencies, persons that own or are treated as owning 10%
or more of  the stock of  the Company (by  vote or value),  persons holding  the
Exchange  Notes  as  part  of  a  hedging  transaction,  "straddle,"  conversion
transaction, or other integrated transaction,  or U.S. persons whose  functional
currency  (as  defined in  Section  985 of  the Code)  is  not the  U.S. dollar.
ACCORDINGLY, INVESTORS CONSIDERING EXCHANGING ORIGINAL NOTES FOR EXCHANGE  NOTES
SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE
UNITED  STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS
TAX CONSEQUENCES ARISING UNDER  THE LAWS OF ANY  STATE, LOCAL OR FOREIGN  TAXING
JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

      As  used herein,  the term  "U.S. Holder" means  a beneficial  owner of an
Exchange Note  that for  United States  federal  income tax  purposes is  (i)  a
citizen  or  individual resident  of the  United States,  (ii) a  corporation or
partnership created or organized in  or under the laws  of the United States  or
any  political  subdivision thereof,  (iii) an  estate, the  income of  which is
subject to United States federal income  taxation regardless of its sources,  or
(iv)  a trust, if  both: (A) a United  States court is  able to exercise primary
supervision over the  administration of the  trust, and (B)  one or more  United
States  persons have the  authority to control all  substantial decisions of the
trust. It should be noted that certain "single member entities" are  disregarded
for   U.S.  federal  income  tax  purposes.   Holders  that  are  single  member
non-corporate entities should consult with  their own tax advisors to  determine
the  U.S. federal, state, local and other  tax consequences that may be relevant
to them.

  Stated Interest

      Interest paid on  an Exchange  Note generally will  be taxable  to a  U.S.
Holder  as ordinary interest  income at the  time it accrues  or is received, in
accordance with the U.S. Holder's method  of accounting for U.S. federal  income
tax  purposes. Such interest on the  Exchange Notes generally will be considered
foreign source "passive income" or  "financial services income" for foreign  tax
credit purposes.

  Exchange Offer

      Pursuant  to  the  Exchange  Offer  contemplated  herein,  an  exchange of
Original Notes  for Exchange  Notes should  not be  a taxable  event for  United
States  federal income tax  purposes under Treasury  regulation Section 1.1001-3
because the Exchange Notes should not be considered to differ materially in kind
or in extent from the Original Notes. A U.S. Holder's tax basis in the  Exchange
Notes  will  be  the same  as  such holder's  tax  basis in  the  Original Notes
exchanged therefor immediately before such  exchange, and the holding period  of
the  Exchange Notes  received will  include the  holding period  of the Original
Notes exchanged therefor.

                                        54


  Amortizable Note Premium

      A U.S. Holder that purchased an Original  Note for an amount in excess  of
its principal amount will be considered to have purchased the Original Note at a
"premium."  A U.S. Holder may  elect to amortize the  premium over the remaining
term of the Original Note  on a constant yield  method. The amount amortized  in
any  year will be  treated as a  reduction of the  U.S. Holder's interest income
from the Original Note. The  premium on an Original Note  held by a U.S.  Holder
that  does not make such an election will decrease the gain or increase the loss
otherwise recognized  on the  sale  or disposition  of  the Original  Note.  The
election  to amortize the  bond premium on  a constant yield  method, once made,
applies to all debt  obligations held or subsequently  acquired by the  electing
U.S.  Holder on or after the first day of the taxable year to which the election
applies and may not be revoked without the consent of the United States Internal
Revenue Service ("IRS"). An Exchange Note  received in exchange for an  Original
Note will be deemed to have an equal amount of premium, which will be subject to
the same rules as premium on the Original Note.

      U.S.  Holders are urged  to consult with their  own tax advisors regarding
the application of the premium rules to their particular circumstances.

  Sale, Exchange or Retirement of an Exchange Note

      Upon the sale, exchange or retirement  of an Exchange Note, a U.S.  Holder
generally  will recognize taxable  gain or loss equal  to the difference between
the amount realized on the sale, exchange or retirement (reduced by any  amounts
attributable  to accrued but unpaid interest, which will be taxable as such) and
such holders' adjusted tax basis in the  Exchange Note. Any such gain should  be
treated  as U.S. source gain  and, it appears that any  such loss should also be
treated as U.S. source loss.

      As noted above,  a U.S. Holder's  adjusted tax basis  in an Exchange  Note
generally  will be the same as such  holder's adjusted tax basis in the Original
Notes exchanged therefor (generally, the cost of such Original Note adjusted  as
required  by  law.) Gain  or  loss on  the sale,  exchange  or retirement  of an
Exchange Note generally will  be a capital  gain or loss.  Such capital gain  or
loss  will be  a long-term  capital gain  or loss  if the  U.S. Holder's holding
period for the Exchange Note is more than one year. The deductibility of capital
losses is subject to limitations.

  Backup Withholding

      Certain non-corporate U.S. Holders may be subject to backup withholding at
a rate of 28% on  payments of principal and interest  on, and the proceeds of  a
disposition of, an Exchange Note. Backup withholding will apply only if the U.S.
Holder (i) fails to furnish its Taxpayer Identification Number ("TIN") which, in
the  case of  an individual, would  be his  or her social  security number, (ii)
furnishes an incorrect TIN, (iii) is notified  by the IRS that it has failed  to
properly  report  payments  of  interest or  dividends,  or  (iv)  under certain
circumstances, fails  to certify,  under the  penalty of  perjury, that  it  has
furnished  a correct TIN and has not been notified by the IRS that it is subject
to backup withholding. U.S. Holders should consult their tax advisors  regarding
their  qualification for exemption from backup withholding and the procedure for
obtaining such an exemption if applicable.

      Any amounts withheld under the backup withholding rules from a payment  to
a  U.S. Holder would  be allowed as a  refund or a  credit against such holder's
U.S. federal  income  tax  provided  that the  required  information  is  timely
furnished to the IRS.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSEQUENCES

      The  following is a  summary of the principal  Canadian federal income tax
consequences generally  applicable  to  a  holder  of  Exchange  Notes  acquired
pursuant  to the Exchange Offer  who at all relevant  times, for purposes of the
Income Tax Act (Canada) (the "Act"), is  not resident in Canada, deals at  arm's
length  with the Company, holds the Exchange  Notes as capital property and does
not use or hold and is not deemed to use or hold the Exchange Notes in  carrying
on  a business  in Canada  (a "Holder").  For the  purposes of  the Act, related
persons (as therein defined)  are deemed not  to deal at arm's  length. It is  a
question of fact

                                        55


whether  persons not related  to each other  deal at arm's  length. This summary
does not address the  special tax consequences  which may apply  to a Holder  of
Exchange  Notes who is an  insurer carrying on business  in Canada and elsewhere
for the purposes of the Act.

      This summary  is  based on  the  current provisions  of  the Act  and  the
regulations  thereunder, the  Company's understanding  of the  current published
administrative practices  of the  Canada  Customs and  Revenue Agency,  and  all
specific  proposals to amend  the Act and the  regulations publicly announced by
the Minister  of  Finance  prior to  the  date  hereof. This  summary  does  not
otherwise  take  into  account or  anticipate  changes  in the  law,  whether by
judicial, governmental or legislative decisions or action, nor does it take into
account tax legislation or considerations of any province or territory of Canada
or any jurisdiction other than Canada.

      The exchange by a Holder of an  Original Note for an Exchange Note  should
not  constitute a taxable event  for purposes of the  Act. Accordingly, a Holder
will not be subject to tax under the Act in respect of the exchange.

      The payment of interest, principal or premium, if any, to a Holder of  the
Exchange  Notes will be  exempt from Canadian  withholding tax. No  other tax on
income or capital gains will be payable under the Act in respect of the holding,
redemption or disposition of the Exchange Notes by a Holder.

      THIS SUMMARY IS OF A GENERAL NATURE ONLY AND DOES NOT CONSTITUTE LEGAL  OR
TAX ADVICE TO ANY PARTICULAR HOLDER OF EXCHANGE NOTES. NO REPRESENTATION IS MADE
WITH  RESPECT TO  THE TAX CONSEQUENCES  TO ANY  PARTICULAR HOLDER. CONSEQUENTLY,
HOLDERS OF EXCHANGE NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT  TO
THEIR PARTICULAR CIRCUMSTANCES.

                                 LEGAL MATTERS

      Certain legal matters in connection with the Exchange Offer will be passed
upon for the Company by McCarthy Tetrault LLP, Vancouver, British Columbia, with
respect  to matters of Canadian  law and by Preston  Gates & Ellis LLP, Seattle,
Washington, with  respect to  matters of  United States  law. The  partners  and
associates  of McCarthy Tetrault LLP  and of Preston Gates  & Ellis LLP own less
than 1% of any securities of the Company.

                                    EXPERTS

      The consolidated financial statements  for the years  ended June 30,  2003
and  2002 have  been incorporated  by reference  herein and  in the Registration
Statement of which this Prospectus forms a part, in reliance upon the report  of
KPMG LLP, Chartered Accountants, also incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.

                             AVAILABLE INFORMATION

      The Company is subject to certain of the informational requirements of the
Exchange  Act, and in accordance therewith,  files reports and other information
with the Commission.  Under a multijurisdictional  disclosure system adopted  by
the  United  States,  such reports  and  other  information may  be  prepared in
accordance with the  disclosure requirements of  Canada, which requirements  are
different  from those of the United States.  The Company will continue to follow
the  financial  reporting   requirements  set  forth   in  Canadian   securities
legislation  which  include  the  provisions  of  annual  and  interim financial
statements to shareholders  within 140 days  after the fiscal  year and 60  days
after  the quarter end as appropriate.  Such reports and other information filed
with the Commission may be inspected and copied at the public reference facility
maintained by  the  Commission  at  Judiciary Plaza,  450  Fifth  Street,  N.W.,
Washington, D.C. 20549.

                                        56


      The Company has filed with the Commission a registration statement on Form
F-10  under the Securities Act (the  "Registration Statement"), as amended, with
respect to the Exchange Notes offered  hereby. This Prospectus does not  contain
all of the information set forth in the Registration Statement, certain parts of
which  are  omitted  in  accordance  with  the  rules  and  regulations  of  the
Commission. For further information with respect to the Company and the Exchange
Notes offered hereby, reference  is made to the  Registration Statement and  the
exhibits  thereto, which may be inspected  without charge at, and copies thereof
may be obtained at  prescribed rates from, the  Public Reference Section of  the
Commission  at Judiciary Plaza, 450 Fifth  Street, N.W., Washington, D.C. 20549.
Please call  the Commission  at 1-800-SEC-0330  for further  information on  the
Public  Reference  Room. The  Commission maintains  a World  Wide Web  site that
contains certain reports of the Company filed electronically with the Commission
and  which  are  available  free  of   charge.  The  address  of  the  site   is
http://www.sec.gov.

             DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

      The following documents have been filed with the Commission as part of the
Registration  Statement  of  which  this Prospectus  forms  a  part:  the Annual
Information Form of the Company dated September 15, 2003, including Management's
Discussion and  Analysis, for  the year  ended June  30, 2003;  the  Information
Circular  of the Company dated September 26, 2003 distributed in connection with
the Company's  annual general  meeting held  on November  10, 2003;  the  Annual
Consolidated   Financial   Statements;   the   Interim   Consolidated  Financial
Statements; interest coverage  calculations as at  and for the  12 months  ended
June  30, 2003 and September 30, 2003;  consent of KPMG LLP; consent of McCarthy
Tetrault LLP; consent of Preston Gates & Ellis LLP; powers of attorney  executed
by  certain  directors  and officers  of  the Company;  the  Registration Rights
Agreement; the  Indenture; Statement  of Eligibility  on Form  T-1 of  the  U.S.
Trustee for the Indenture; Letter of Transmittal; Notice of Guaranteed Delivery;
Letter  to Brokers, Dealers,  Commercial Banks and  other Nominees; and Brokers'
Letter to Clients.

                                        57


---------------------------------------------------------
---------------------------------------------------------

  NO  PERSON  HAS  BEEN  AUTHORIZED  TO   GIVE  ANY  INFORMATION  OR  MAKE   ANY
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN  THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING  BEEN
AUTHORIZED.  THIS  PROSPECTUS  DOES NOT  CONSTITUTE  AN  OFFER TO  SELL,  OR THE
SOLICITATION OF AN  OFFER TO BUY,  ANY SECURITIES OTHER  THAN THE SECURITIES  TO
WHICH  IT RELATES OR  AN OFFER TO SELL  OR THE SOLICITATION OF  ANY OFFER TO BUY
SUCH SECURITIES IN  ANY CIRCUMSTANCES  IN WHICH  SUCH OFFER  OR SOLICITATION  IS
UNLAWFUL.  NEITHER THE DELIVERY  OF THIS PROSPECTUS NOR  ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THERE HAS BEEN  NO
CHANGE  IN  THE  AFFAIRS  OF THE  COMPANY  SINCE  THE DATE  HEREOF  OR  THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

                               ------------------

                               TABLE OF CONTENTS



                                           PAGE
                                           ----
                                       
SPECIAL NOTE REGARDING FORWARD-LOOKING
  INFORMATION............................       2
DOCUMENTS INCORPORATED BY REFERENCE......       2
CERTAIN DEFINITIONS AND STATISTICAL
  INFORMATION............................       3
ENFORCEABILITY OF CERTAIN CIVIL
  LIABILITIES............................       3
PROSPECTUS SUMMARY.......................       4
RISK FACTORS.............................       9
RECENT DEVELOPMENTS......................      13
CONSOLIDATED CAPITALIZATION..............      14
USE OF PROCEEDS..........................      14
THE COMPANY..............................      15
INTEREST COVERAGE........................      17
THE EXCHANGE OFFER.......................      18
DESCRIPTION OF THE NOTES.................      26
CREDIT RATINGS...........................      52
PLAN OF DISTRIBUTION.....................      52
CERTAIN INCOME TAX CONSEQUENCES..........      54
LEGAL MATTERS............................      56
EXPERTS..................................      56
AVAILABLE INFORMATION....................      56
DOCUMENTS FILED AS PART OF THE
  REGISTRATION STATEMENT.................      57


---------------------------------------------------------
---------------------------------------------------------
                       ---------------------------------------------------------
                       ---------------------------------------------------------
                                 US$350,000,000

                             INTRAWEST CORPORATION

                          7.50% SENIOR EXCHANGE NOTES
                              DUE OCTOBER 15, 2013

                            ------------------------

                                      LOGO
                            ------------------------

                       ---------------------------------------------------------
                       ---------------------------------------------------------


                                    PART II

                  INFORMATION NOT REQUIRED TO BE DELIVERED TO
                             OFFEREES OR PURCHASERS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Under the Canada  Business Corporations  Act (the  "CBCA"), which  governs
Intrawest Corporation (the "Registrant") except in respect of an action by or on
behalf  of a corporation or other entity to  procure a judgement in its favor, a
corporation may  indemnify a  present  or former  director  or officer  of  such
corporation  or a  person who acts  or acted  at the corporation's  request as a
director or officer or  an individual acting in  a similar capacity, of  another
entity,  against all  costs, charges and  expenses, including an  amount paid to
settle an action or satisfy a  judgment, reasonably incurred by such  individual
in  respect  of  any  civil, criminal,  administrative,  investigative  or other
proceeding in which he or she is  involved because of that association with  the
corporation or other entity and provided that such individual acted honestly and
in  good faith with a view  to the best interests of  the corporation or, as the
case may be, to the best interests of the other entity for which the  individual
acted  as director  or officer  or in  a similar  capacity at  the corporation's
request, and, in the case of  a criminal or administrative action or  proceeding
that  is enforced  by a monetary  penalty, had reasonable  grounds for believing
that his conduct was lawful. Such indemnification may be made in connection with
a derivative action only  with court approval. A  director or officer (or  other
individual   as  described  above)  is  entitled  to  indemnification  from  the
corporation as a matter of right in  respect of all costs, charges and  expenses
reasonably  incurred  by such  individual in  connection with  the defence  of a
civil, criminal, administrative, investigative or  other proceeding to which  he
or  she is  made a party  because of  their association with  the corporation or
other entity if such individual was not  judged by the court or other  competent
authority  to  have committed  any  fault or  omitted  to do  anything  that the
individual ought to have done and has fulfilled the conditions set forth above.

      The by-laws of the Registrant provide that the Registrant shall  indemnify
a  present or former director or officer of the Registrant or another individual
who acts or acted  at the Registrant's  request as a director  or officer or  an
individual acting in a similar capacity, of another entity, and his or her heirs
and  legal  representatives thereof,  to  the extent  permitted  by the  CBCA or
otherwise by law.

      The Registrant  maintains  directors' and  officers'  liability  insurance
which  insures the directors and officers of the Registrant and its subsidiaries
against certain  losses  resulting from  any  wrongful act  committed  in  their
official  capacities  for  which they  become  obligated  to pay  to  the extent
permitted by applicable law.

      Insofar as indemnification  for liabilities arising  under the  Securities
Act  of 1933 as amended  (the "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  U.S. Securities and
Exchange Commission (the  "Commission") such indemnification  is against  public
policy as expressed in the Act, and is therefore unenforceable.

                                       II-1


EXHIBITS



EXHIBIT
NUMBER                               DESCRIPTION
-------                              -----------
          
  4.1        Annual Information Form of the Registrant dated September
             15, 2003, including Management's Discussion and Analysis,
             for the year ended June 30, 2003 (incorporated by reference
             to the Registrant's Report on Form 40-F for the year ended
             June 30, 2003, filed on November 6, 2003 with the
             Commission).
  4.2        Information Circular of the Registrant dated September 26,
             2003 distributed in connection with the Registrant's Annual
             General Meeting of Shareholders held on November 10, 2003.
  4.3        Annual consolidated financial statements of the Registrant
             for the years ended June 30, 2003 and 2002 (incorporated by
             reference to the Registrant's Annual Information Form
             included in the Registrant's Report on Form 40-F filed on
             November 6, 2003 with the Commission).
  4.4        Unaudited consolidated financial statements of the
             Registrant for the three months ended September 30, 2003
             (incorporated by reference to the Registrant's Reports on
             Form 6-K filed on November 28, 2003 with the Commission).
  4.5        Interest Coverage calculations as at and for the twelve
             months ended June 30, 2003 and September 30, 2003.
  5.1        Consent of KPMG LLP.
  5.2        Consent of McCarthy Tetrault LLP.
  5.3        Consent of Preston Gates & Ellis LLP.
  6.1        Powers of Attorney (see signature page).
  7.1        Exchange and Registration Rights Agreement, dated October 9,
             2003, among the Registrant, Deutsche Bank Securities Inc.,
             Scotia Capital (USA) Inc., CIBC World Markets Corp., U.S.
             Bancorp Piper Jaffray Inc., Credit Lyonnais Securities (USA)
             Inc. and Wachovia Capital Markets, LLC.
  7.2        Indenture dated as of October 9, 2003 among the Registrant,
             JPMorgan Chase Bank, as U.S. Trustee, and CIBC Mellon Trust
             Company, as Canadian Trustee.
  7.3        Statement of Eligibility on Form T-1 of the U.S. Trustee
             with regard to the Notes.
 *8.1        Form of Letter of Transmittal.
 *8.2        Form of Notice of Guaranteed Delivery.
 *8.3        Letter to Brokers, Dealers, Commercial Banks and other
             Nominees.
 *8.4        Brokers' Letter to Clients.


---------------

* to be filed by amendment

                                       II-2


                                    PART III

                 UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

ITEM 1.  UNDERTAKING.

      The  Registrant undertakes to  make available, in  person or by telephone,
representatives to respond  to inquiries made  by the Commission  staff, and  to
furnish  promptly, when requested to do  so by the Commission staff, information
relating to  the  securities  registered  pursuant  to  this  Form  F-10  or  to
transactions in said securities.

ITEM 2.  CONSENT TO SERVICE OF PROCESS.

      The Registrant has filed with the Commission a written irrevocable consent
and power of attorney on Form F-X.

      CIBC  Mellon  Trust  Company  has  filed  with  the  Commission  a written
irrevocable consent and power of attorney on Form F-X.

                                      III-1


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable grounds to  believe that it  meets all of the
requirements for  filing on  Form F-10  and has  duly caused  this  Registration
Statement  to  be  signed  on  its behalf  by  the  undersigned,  thereunto duly
authorized, in the City of Vancouver,  Province of British Columbia, Country  of
Canada, on this 1st day of December, 2003.

                                          INTRAWEST CORPORATION

                                          By:      /s/ JOE S. HOUSSIAN
                                            ------------------------------------
                                             Name: Joe S. Houssian
                                               Title: Chairman, President and
                                                 Chief Executive Officer

                               POWERS OF ATTORNEY

      Each person whose signature appears below constitutes and appoints each of
Daniel  O. Jarvis and Ross J. Meacher,  his true and lawful attorney-in-fact and
agent, each acting alone,  with full power  of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or  all Amendments  (including post-effective  Amendments) to  this Registration
Statement, and to file the same, with all exhibits thereto, and other  documents
in  connection therewith, with the  Securities and Exchange Commission, granting
unto said  attorneys-in-fact  and agents,  each  acting alone,  full  power  and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might  or could  do in  person, hereby  ratifying and  confirming all  that said
attorneys-in-fact  and  agents,  each  acting   alone,  or  his  substitute   or
substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant  to the requirements  of the Securities Act  of 1933, as amended,
this Registration Statement  has been signed  by or on  behalf of the  following
persons in the capacities and on the dates indicated:



              SIGNATURE                                   TITLE                           DATE
              ---------                                   -----                           ----
                                                                              
         /s/ JOE S. HOUSSIAN              Chairman, President and                   December 1, 2003
------------------------------------      Chief Executive Officer
           Joe S. Houssian                (Principal Executive Officer)

        /s/ DANIEL O. JARVIS              Executive Vice President and              December 1, 2003
------------------------------------      Chief Financial Officer and
          Daniel O. Jarvis                Director (Principal Financial
                                          Officer)

       /s/ DAVID C. BLAIKLOCK             Vice President and                        December 1, 2003
------------------------------------      Corporate Controller
         David C. Blaiklock               (Principal Accounting Officer)

       /s/ R. THOMAS M. ALLAN             Director                                  December 1, 2003
------------------------------------
         R. Thomas M. Allan

          /s/ DAVID A. KING               Director                                  December 1, 2003
------------------------------------
            David A. King

                                          Director
------------------------------------
        Gordon H. MacDougall


                                      III-2




              SIGNATURE                                   TITLE                           DATE
              ---------                                   -----                           ----
                                                                              
         /s/ PAUL M. MANHEIM              Director                                  December 1, 2003
------------------------------------
           Paul M. Manheim

                                          Director
------------------------------------
           Paul A. Novelly

         /s/ BERNARD A. ROY               Director                                  December 1, 2003
------------------------------------
           Bernard A. Roy

         /s/ KHALED C. SIFRI              Director                                  December 1, 2003
------------------------------------
           Khaled C. Sifri

     /s/ NICHOLAS C.H. VILLIERS           Director                                  December 1, 2003
------------------------------------
       Nicholas C.H. Villiers


                                      III-3


      Pursuant to the  requirements of  Section 6(a)  of the  Securities Act  of
1933,  the undersigned  has signed  this Registration  Statement, solely  in the
capacity of the duly authorized  representative of Intrawest Corporation in  the
United  States, in the City of  Vancouver, Province of British Columbia, Country
of Canada, on this 1st day of December, 2003

                                            By: Intrawest U.S. Holdings Inc.

                                            By:
                                              /s/ JOE S. HOUSSIAN
                                               Name: Joe S. Houssian
                                               Title:  President

                                      III-4


EXHIBIT INDEX



EXHIBIT
NUMBER                             DESCRIPTION                           PAGE NUMBER
-------                            -----------                           -----------
                                                                   
  4.1      Annual Information Form of the Registrant dated September
           15, 2003, including Management's Discussion and Analysis,
           for the year ended June 30, 2003 (incorporated by reference
           to the Registrant's Report on Form 40-F for the year ended
           June 30, 2003, filed on November 6, 2003 with the
           Commission).
  4.2      Information Circular of the Registrant dated September 26,
           2003 distributed in connection with the Registrant's Annual
           General Meeting of Shareholders held on November 10, 2003.
  4.3      Annual consolidated financial statements of the Registrant
           for the years ended June 30, 2003 and 2002 (incorporated by
           reference to the Registrant's Annual Information Form
           included in the Registrant's Report on Form 40-F filed on
           November 6, 2003 with the Commission).
  4.4      Unaudited consolidated financial statements of the
           Registrant for the three months ended September 30, 2003
           (incorporated by reference to the Registrant's Reports on
           Form 6-K filed on November 28, 2003 with the Commission).
  4.5      Interest Coverage calculations as at and for the twelve
           months ended June 30, 2003 and September 30, 2003.
  5.1      Consent of KPMG LLP.
  5.2      Consent of McCarthy Tetrault LLP.
  5.3      Consent of Preston Gates & Ellis LLP.
  6.1      Powers of Attorney (see signature page).
  7.1      Exchange and Registration Rights Agreement, dated October 9,
           2003, among the Registrant, Deutsche Bank Securities Inc.,
           Scotia Capital (USA) Inc., CIBC World Markets Corp., U.S.
           Bancorp Piper Jaffray Inc., Credit Lyonnais Securities (USA)
           Inc. and Wachovia Capital Markets, LLC.
  7.2      Indenture dated as of October 9, 2003 among the Registrant,
           JPMorgan Chase Bank, as U.S. Trustee, and CIBC Mellon Trust
           Company, as Canadian Trustee.
  7.3      Statement of Eligibility on Form T-1 of the U.S. Trustee
           with regard to the Notes.
 *8.1      Form of Letter of Transmittal.
 *8.2      Form of Notice of Guaranteed Delivery.
 *8.3      Letter to Brokers, Dealers, Commercial Banks and other
           Nominees.
 *8.4      Brokers' Letter to Clients.


---------------

* to be filed by amendment

                                      III-5