THIRD AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT


                            Dated as of May 28, 2000


                                     Among

                         BOOTH CREEK SKI HOLDINGS, INC.
                       BOOTH CREEK SKI ACQUISITION CORP.
                              TRIMONT LAND COMPANY
                             SIERRA-AT-TAHOE, INC.
                              BEAR MOUNTAIN, INC.
                       WATERVILLE VALLEY SKI RESORT, INC.
                        MOUNT CRANMORE SKI RESORT, INC.
                                SKI LIFTS, INC.
                               LMRC HOLDING CORP.
                      LOON MOUNTAIN RECREATION CORPORATION
                               LOON REALTY CORP.
                                (the Borrowers)

                                      and

                              FLEET NATIONAL BANK
                                  (the Lender)

                                      and

                              FLEET NATIONAL BANK
                                  (the Agent)
<PAGE>

                               THIRD AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT



     This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Third
Amendment")  is entered  into as of May 28,  2000 by and among  BOOTH CREEK SKI
HOLDINGS,  INC.,  a Delaware  corporation  (together  with its  successors  and
assigns,  "BCS  Holdings"),  BOOTH  CREEK SKI  ACQUISITION  CORP.,  a  Delaware
corporation  (together  with its successors  and assigns,  "BCS  Acquisition"),
TRIMONT LAND COMPANY,  a California  corporation  (together with its successors
and   assigns,   "Northstar-at-Tahoe"),   SIERRA-AT-TAHOE,   INC.,  a  Delaware
corporation (together with its successors and assigns, "Sierra-at-Tahoe"), BEAR
MOUNTAIN,  INC.,  a Delaware  corporation  (together  with its  successors  and
assigns,  "Bear  Mountain"),  WATERVILLE  VALLEY SKI RESORT,  INC.,  a Delaware
corporation  (together with its successors  and assigns,  "Waterville"),  MOUNT
CRANMORE SKI RESORT, INC., a Delaware corporation (together with its successors
and assigns,  "Cranmore"),  SKI LIFTS, INC., a Washington corporation (together
with its successors and assigns,  "Ski Lifts"),  LMRC HOLDING CORP., a Delaware
corporation  (together with its successors and assigns,  "LMRC Holding"),  LOON
MOUNTAIN RECREATION CORPORATION, a New Hampshire corporation (together with its
successors and assigns, "Loon"); LOON REALTY CORP., a New Hampshire corporation
(together with its successors and assigns, "Loon Realty," and together with BCS
Holdings, BCS Acquisition, Northstar-at-Tahoe,  Sierra-at-Tahoe, Bear Mountain,
Waterville,  Cranmore,  Ski Lifts, LMRC Holding and Loon, the "Borrowers",  and
each a "Borrower"),  FLEET NATIONAL BANK (f/k/a  BankBoston,  N.A.), a national
banking association  (together with its successors and assigns,  "Fleet"),  and
Fleet, as agent (the "Agent") for itself and the other Lenders, hereby agree as
follows:

                                    Recitals
                                    --------

1.   The  Borrowers  and  Fleet,  as Lender and the  Agent,  are  parties to an
     Amended and Restated  Credit  Agreement  dated as of October 30, 1998,  as
     amended  by  the  First  Amendment  to the  Amended  and  Restated  Credit
     Agreement dated as of May 18, 1999 and the Second Amendment to the Amended
     and Restated Credit  Agreement  dated as of May 28, 2000 (as amended,  the
     "Credit  Agreement")  and desire to amend the Credit  Agreement in various
     respects.  All  capitalized  terms used herein and not  otherwise  defined
     shall have the meanings set forth in the Credit Agreement.

2.   Booth Creek Ski Group,  Inc. (the "BCS Group"),  the parent company of BCS
     Holdings, and its stockholders, Booth Creek Partners Limited II, L.L.L.P.,
     John Hancock  Life  Insurance  Company,  CIBC WG Argosy  Merchant  Fund 2,
     L.L.C.,  Hancock Mezzanine Partners L.P. and Co-Investment  Merchant Fund,
     LLC (collectively, the "BCS Group Stockholders"), desire to enter into the
     following documents (collectively, the "Restructuring Documents"):

          (a) the Second Amended and Restated  Securities Purchase Agreement in
     the  form  attached  hereto  as  Exhibit  A  (the   "Securities   Purchase
<PAGE>

     Agreement")  whereby BCS Group will (i) issue New Notes (as defined in the
     Securities  Purchase  Agreement)  in  consideration  of the  surrender and
     cancellation of certain  securities held by the BCS Group Stockholders and
     certain other  consideration and (ii) issue and sell New Common Shares (as
     defined in the Securities Purchase Agreement);

          (b) the Second  Amended and  Restated  Stockholders  Agreement in the
     form attached hereto as Exhibit B;

          (c) an Amended and Restated Management Agreement in the form attached
     hereto as Exhibit C; and

          (d) the First Amendment to the Pledge  Agreement in the form attached
     hereto as Exhibit D.

     NOW,  THEREFORE,  for good and  valuable  consideration  the  receipt  and
sufficiency of which are hereby  acknowledged and subject to the fulfillment or
waiver of those conditions set forth in Section 3 below,  the Borrowers,  Fleet
and the Agent hereby agree as follows:

     Section  1.Consent.  Based  upon and  subject to the  satisfaction  of the
Closing  Conditions set forth in Section 4 herein,  Fleet, as Agent and Lender,
hereby  consents  to  the  transactions   contemplated  by  the   Restructuring
Documents.

     Section 2.BCS Group Reorganization Amendments.

          (a) Section 1.2 of the Credit  Agreement is hereby  amended by adding
     the following definitions in alphabetical order:

               "2000  BCS  Group  Restructuring"  shall  mean the  transactions
          contemplated by the 2000 BCS Group Restructuring Documents.

               "2000 BCS Group Restructuring Date" means May 28, 2000, the date
          on which the 2000 BCS Group Restructuring is consummated.

               "2000  BCS Group  Restructuring  Documents"  shall  mean (a) the
          Second Amended and Restated Securities Purchase Agreement dated as of
          May 28,  2000 by and among BCS Group and the  holders  of the  common
          stock of BCS Group in the form  attached  to the Third  Amendment  as
          Exhibit A,  (b) the Amended and Restated Stockholders Agreement dated
          as of May 28, 2000 by and among BCS Group and its stockholders in the
          form attached to the Third  Amendment as  Exhibit B,  (c) the Amended
          and Restated  Management  Agreement in the form attached to the Third
          Amendment  as  Exhibit  C,  and (d) the  First  Amendment  to  Pledge
          Agreement in the form attached to the Third Amendment as Exhibit D.
<PAGE>

               "Third  Amendment"  means the Third Amendment to the Amended and
          Restated  Credit  Agreement by and among Fleet,  as Lender and Agent,
          and the Borrowers, dated as of May 28, 2000

          (b) Intentionally omitted.

          (c) Section 9.1 of the Credit Agreement is hereby amended by deleting
     Section 9.1.11 thereof in its entirety.

          (d)  Section  9.1.12 of the  Credit  Agreement  is hereby  amended by
     deleting  clause  (iii) in its  entirety and  substituting  therefore  the
     following:

               (iii)John  Hancock and its Affiliates  (other than its portfolio
          companies),  CIBC WG Argosy Merchant Fund 2, L.L.C. and Co-Investment
          Merchant Fund, LLC and their  Affiliates  (other than their portfolio
          companies)  shall  cease to  beneficially  own (within the meaning of
          Rule 13d-3 under the Exchange Act),  directly or  indirectly,  voting
          stock  (or   non-voting   stock   convertible   into  voting   stock)
          representing,  in the  aggregate,  at least 51% of the  total  voting
          power of all voting stock of BCS Group;


     Section  3.Conditions to Closing. The Obligations of the Agent and Lenders
to enter into this Third  Amendment  are  subject  to the  satisfaction  of the
following conditions:

          (a) 2000  Restructuring.  The Borrowers shall have provided the Agent
     with evidence that the 2000 Restructuring  will take place  simultaneously
     with the execution and delivery of this Third Amendment.

          (b) Representations and Warranties;  No Default. The Borrowers hereby
     confirm to the Agent and Fleet, the  representations and warranties of the
     Borrowers  set forth in  Section 8 of the  Credit  Agreement  (as  amended
     hereby)  as of the date  hereof,  as if set  forth  herein  in  full.  The
     Borrowers   hereby  certify  that  no  Default  exists  under  the  Credit
     Agreement.

          (c) Payment of Fees. The Borrowers  shall have paid a fee to Fleet as
     Agent as provided in the letter  agreement  dated June 20, 2000, and shall
     promptly   following  the  execution  of  this  Third  Amendment  pay  the
     reasonable fees and expenses of the Agent's  counsel,  Goodwin,  Procter &
     Hoar LLP, for which statements will be rendered.

          (d) Legal  Opinion.  The Lenders  shall have  received from Winston &
     Strawn,  special counsel for the Borrowers,  its opinion that (i) the 2000
     BCS Group Restructuring Documents have been duly authorized,  executed and
     delivered  and are  enforceable  against  BCS Group;  (ii) the  execution,
     delivery, and performance of the 2000 BCS Group Restructuring Documents do
     not  violate,  conflict  with or result in a default or the  creation of a
<PAGE>

     lien under the Senior  Indenture or any other material  agreement to which
     any of the  Borrowers  or BCS  Group  is a  party  and  (iii)  this  Third
     Amendment  has  been  duly  authorized,  executed  and  delivered  by  the
     Borrowers and is enforceable  against the Borrowers in accordance with its
     terms.

          (e) Proper  Proceedings.  This Third  Amendment and the  transactions
     contemplated   hereby  shall  have  been   authorized   by  all  necessary
     proceedings of each Borrower and any of their respective  Affiliates party
     thereto.  All  necessary  consents,  approvals and  authorizations  of any
     governmental  or  administrative  agency or any other Person of any of the
     transactions  contemplated  hereby or by any other Credit  Document  shall
     have been obtained and shall be in full force and effect.

          (f) General.  All legal and corporate  proceedings in connection with
     the  transactions  contemplated  by this  Agreement  and each other Credit
     Document shall be satisfactory in form and substance to the Agent, and the
     Lenders shall have received copies of all documents,  including records of
     corporate  proceedings,  appraisals  and  opinions of  counsel,  which any
     Lender  may  have  reasonably  requested  in  connection  therewith,  such
     documents  where  appropriate  to be  certified  by  proper  corporate  or
     governmental authorities.

     Section 4.Representations and Warranties; No Default. The Borrowers hereby
confirm to the Agent and  Fleet,  the  representations  and  warranties  of the
Borrowers set forth in Section 8 of the Credit  Agreement  (as amended  hereby)
are true and correct in all material  respects as of the date hereof, as if set
forth in herein in full other than any such representations or warranties that,
by their terms,  refer to a specific date, in which case the same shall be made
as of such date. The Borrowers hereby certify that no Default  currently exists
under  the  Credit  Agreement  nor  will  the  execution  of the  Restructuring
Documents  and  the  consummation  of  the  transactions  contemplated  by  the
Restructuring  Documents will result in a Default under the Credit Agreement or
the Senior Indenture.

     Section 5.Miscellaneous.

          (a)  Governing  Law.  This Third  Amendment  to Amended and  Restated
     Credit  Agreement  shall be a Credit Document and shall be governed by and
     construed   and   enforced   under  the  laws  of  The   Commonwealth   of
     Massachusetts.

          (b)  Continuing  Effect.  Except  as  specifically  modified  by  the
     provisions of this Third  Amendment,  the Credit Agreement shall remain in
     full force and effect.

          (c) Counterparts. This Third Amendment may be executed in one or more
     counterparts,  each of which will be deemed as  original  and all of which
     together will constitute one and the same document.
<PAGE>

     IN WITNESS  WHEREOF,  the Borrowers,  Fleet and the Agent have caused this
Third  Amendment  to Amended and  Restated  Credit  Agreement to be executed by
their duly authorized officers as of the date first set forth above.

                               BOOTH CREEK SKI HOLDINGS, INC.
                               BOOTH CREEK SKI ACQUISITION CORP.
                               TRIMONT LAND COMPANY
                               SIERRA-AT-TAHOE, INC.
                               BEAR MOUNTAIN, INC.
                               WATERVILLE VALLEY SKI RESORT, INC.
                               MOUNT CRANMORE SKI RESORT, INC.
                               SKI LIFTS, INC.
                               LMRC HOLDING CORP.
                               LOON MOUNTAIN RECREATION CORPORATION
                               LOON REALTY CORP.


                               By: /S/ Elizabeth J. Cole
                                  ---------------------------------------------
                                   Name: Elizabeth J. Cole
                                   Title: Executive Vice President


                               FLEET NATIONAL BANK


                               By: /S/ Carlton F. Williams
                                  ---------------------------------------------
                                   Name: Carlton F. Williams
                                   Title: Director


                               FLEET NATIONAL BANK, as Agent


                               By: /S/ Carlton F. Williams
                                  ---------------------------------------------
                                   Name: Carlton F. Williams
                                   Title: Director