U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): CIBC Mellon Trust Company
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B. This is [check one]
[X] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant Intrawest Corporation
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Form Type Form T-1
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File Number (if known) 333-120571
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Filed by JPMorgan Chase Bank
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Date Filed (if filed concurrently, so indicate) Concurrently
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D. The Filer is incorporated or organized under the laws of British Columbia,
Canada and has its principal place of business at Suite 1600, 1066 West Hastings
Street, Vancouver, British Columbia, V6E 3X1 Telephone (604) 688-4330.
E. The Filer designates and appoints JPMorgan Chase Bank, a New York Banking
Corporation ("Agent") located at (Address in full in the United States and
telephone number) 1301 Fifth Avenue Suite 3410, Seattle, WA 98101, (206)
624-3867, Attention: Michael A. Jones as the agent of the Filer upon whom may be
served any process, pleadings, subpoenas or other papers in:
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which the
Filer has been joined as defendant or respondent, in any appropriate court in
any place subject to the jurisdiction of any state or of the United States or of
any of its territories or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or relates to or
concerns (i) any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form F-10 on November 17,
2004 , or any purchases or sales of any security in connection therewith; (ii)
the securities in relation to which the obligation to file an annual report on
Form 40-F arises, or any purchases or sales of such securities; (iii) any tender
offer for the securities of a Canadian issuer with respect to which filings are
made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or
(iv) the securities in relation to which the Filer acts as trustee pursuant to
an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of
an administrative subpoena shall be effected by service upon such agent for
service of process, and that service as aforesaid shall be taken and held in all
courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13E4-F, 14D-1F
or 14D-9F stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any
time until six years have elapsed from the date the issuer of the securities to
which such Forms and Schedules relate has ceased reporting under the Exchange
Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to
appoint a successor agent for service of process and file an amended Form F-X if
the Filer discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time until six years have elapsed
following the effective date of the latest amendment to such Form F-8, Form F-80
or Form CB;
(c) its status as trustee with respect to securities registered on Form
F-7, F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a successor
agent for service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept service on
behalf of the Filer at any time during which any of the securities subject to
the indenture remain outstanding; and
(d) the use of Form 1-A or other Commission form for an offering
pursuant to Regulation A stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf of the
Filer at any time until six years have elapsed from the date of the last sale of
securities in reliance upon the Regulation A exemption.
Each filer further undertakes to advise the Commission promptly of any change to
the Agent's name or address during the applicable period by amendment of this
Form, referencing the file number of the relevant form in conjunction with which
the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance
with General Instruction I.(a) of this Form, 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 Forms, Schedules and offering
statements described in General Instructions I.(a), I.(b), I.(c), I.(d) and
I.(f) of this Form, as applicable; the securities to which such Forms, Schedules
and offering statements relate; and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Vancouver, the Province of British
Columbia, and Country of Canada this 16th day of November, 2004.
FILER: CIBC MELLON TRUST COMPANY
By: //Roberta Massender//
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Name: Roberta Massender
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Its: Authorized Signatory
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This statement has been signed by the following person in the capacity indicated
this 16th day of November, 2004.
AGENT:
JPMorgan Chase Bank
By: //Michael A. Jones//
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Name: Michael A. Jones
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Its: Vice President
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