Exhibit 10.2


FIRST
AMENDMENT AND WAIVER


FIRST AMENDMENT AND WAIVER, dated as of March
1, 2007 (this “Amendment”) to the FIRST LIEN CREDIT AGREEMENT
(the “Credit Agreement”), dated as of November 24, 2004, among AMERICAN
SKIING COMPANY (“ASC”), the Subsidiary Borrowers (collectively, the “Borrowers”)
from time to time party to this Agreement, the several banks and other
financial institutions from time to time parties to this Agreement (the “Lenders”),
CREDIT SUISSE FIRST BOSTON (“CSFB”), as syndication agent for the
Lenders hereunder (in such capacity, “Syndication Agent”), and GENERAL
ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent for the
Lenders hereunder (in such capacity, the “Administrative Agent”) and as
Collateral Agent under the Security Documents (as defined below) (the “Collateral
Agent”).  Capitalized terms used but
not otherwise defined in Amendment shall have the meanings set forth in the
Credit Agreement and the rules of interpretation set forth therein shall apply
to this Amendment.


W I T N E S S E T H:


WHEREAS, the Borrowers, the
Administrative Agent, the Syndication Agent and the Lenders are parties to the
Credit Agreement;


WHEREAS, pursuant to the
first lien payoff letter dated as of February 28, 2007 among the Borrowers and
the Administrative Agent (the “First Lien Payoff Letter”), (i) the Term
Loans will be repaid in full immediately prior to the effectiveness of this
amendment and (ii) the Revolving Loans will be repaid in full and the Revolving
Commitments of the Lenders other than GECC will be terminated and such Lenders
will cease to be a party to the Credit Agreement;


WHEREAS, in accordance with
the First Lien Payoff  Letter, after
giving effect thereto GECC will be the sole Lender hereunder;


WHEREAS, the Borrowers have
requested that GECC retain its $10,000,000 Revolving B Commitment under the
Credit Agreement;


WHEREAS, the Borrowers have
requested that the Lenders further amend the Credit Agreement, as more fully
described herein; and


WHEREAS, the Lenders are
willing to agree to such amendment, but only upon the terms and subject to the
conditions set forth herein;


NOW THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth,
the parties hereto hereby agree as follows:


1.             Amendment to Schedule 1.1A
(Commitments). Schedule 1.1A of the Credit Agreement is hereby replaced by
deleting said schedule in its entirety and substituting in lieu thereof the
following: 




	
  Lender

  	
   

  	
  Revolving B Commitment

  	
   

  
	
  General Electric Capital
  Corporation

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  10,000,000

  	
   

  






 













2.             Amendment to Section 5.2
(Conditions to Each Extension of Credit). Section 5.2 of the Credit
Agreement is hereby amended by adding a new paragraph (c) at the end thereof to
read in its entirety as follows:


“(c)         Consent to Extension of Credit. The
Lenders shall have consented to such extension of credit in their sole
discretion.”


3.             Waiver to
Section 7.1(a).  The Borrowers’
requirement to comply with the Minimum Consolidated EBITDA covenant pursuant to
Subsection 7.1(a) of the Credit Agreement is hereby waived solely with respect
to the fiscal period ending April 29, 2007.


4.             Amendment to
Section 2.6(a).  Section 2.6(a) of
the Credit Agreement is hereby amended by deleting the text thereof and replacing
it with the following: “[intentionally deleted].


5.             Conditions to
Effectiveness of this Amendment. 
This Amendment shall become effective upon the date (the “Effective
Date”) when the following conditions are satisfied:


(a)   Amendment
to Credit Agreement.  The
Administrative Agent shall have received counterparts of this Amendment, duly
executed and delivered by the Borrowers and the Lenders;


(b)   First Lien Payoff Letter.  (i) The Administrative Agent shall have
received (x) the Payoff Amount as contemplated by the First Lien Payoff Letter,
dated February 28, 2007, (y) counterparts of such letter signed by each of the
parties thereto and (ii) the transactions contemplated thereby shall have been
consummated.


(c)   No Default.  No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
transactions contemplated herein; and


(d)   Representations and
Warranties.  Each of the
representations and warranties made by the Credit Parties in or pursuant to the
Loan Documents shall be true and correct in all material respects on and as of
the date hereof, before and after giving effect to the effectiveness of this
Amendment, as if made on and as of the date hereof, except to the extent such
representations and warranties expressly relate to a specific earlier date, in
which case such representations and warranties were true and correct as of such
earlier date.


6.             Continuing
Effect of the Credit Agreement.  This
Amendment shall not constitute an amendment or waiver of any provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
an amendment, waiver or consent to any further or future action on the part of
the Credit Parties that would require an amendment, waiver or consent of the
Lenders or Administrative Agent.  Except
as expressly amended hereby, the provisions of the Credit Agreement are and
shall remain in full force and effect.


7.             Counterparts.  This Amendment may be executed by one or more
of the parties hereto on any number of separate counterparts (including by
facsimile), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.


8.             Severability.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



 2
 









9.             Integration.  This Amendment and the other Loan Documents
represent the agreement of the Credit Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or
referred to herein or in the other Loan Documents.


10.           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



 3















IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first above written.


	
  

  	
   

  	
  AMERICAN SKIING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart, Jr.

  
	
   

  	
   

  	
  Name: Foster A. Stewart, Jr.

  
	
   

  	
   

  	
  Title:

  














 


	
   

  	
  AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.

  
	
   

  	
  ASC LEASING,
  INC.

  
	
   

  	
   

  	
  ASC UTAH

  
	
   

  	
   

  	
  BLUNDER BAY
  DEVELOPMENT, INC.

  
	
   

  	
   

  	
  DOVER
  RESTAURANTS, INC.

  
	
   

  	
   

  	
  KILLINGTON, LTD.

  
	
   

  	
   

  	
  KILLINGTON
  RESTAURANTS, INC.

  
	
   

  	
   

  	
  L.B.O. HOLDING,
  INC.

  
	
   

  	
   

  	
  MOUNT SNOW LTD.

  
	
   

  	
   

  	
  MOUNTAINSIDE

  
	
   

  	
   

  	
  PERFECT TURN,
  INC.

  
	
   

  	
   

  	
  PICO SKI AREA
  MANAGEMENT COMPANY

  
	
   

  	
   

  	
  S-K-I LTD.

  
	
   

  	
   

  	
  SUGARLOAF
  MOUNTAIN CORPORATION

  
	
   

  	
   

  	
  SUNDAY RIVER
  LTD.

  
	
   

  	
   

  	
  SUNDAY RIVER
  SKIWAY CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Foster A. Stewart, Jr.

  
	
   

  	
  Name:

  	
  Foster A. Stewart, Jr.

  
	
   

  	
  Title:

  	
  Authorized Officer of each of the foregoing
  Borrowers

  
							














 


	
  

  	
  GENERAL ELECTRIC CAPITAL CORPORATION, as
  Administrative Agent, as Collateral Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lofton Spencer

  
	
   

  	
  Name: Lofton Spencer

  
	
   

  	
  Title: