WAIVER
                                    ------
       This Waiver (this  "Waiver") is entered into as of this 14th day of June,
1999, by and 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., GRAND TARGHEE  INCORPORATED,  LMRC HOLDING CORP., LOON MOUNTAIN RECREATION
CORPORATION,   and  LOON  REALTY  CORP.  (collectively,   the  "Borrowers")  and
BankBoston,  N.A.,  as a Lender and as agent for itself and other  Lenders  (the
"Lender").

       Reference is made to the Amended and Restated  Credit  Agreement dated as
of October 30,  1998,  by and among the  Borrowers  and the  Lender,  as amended
through the date hereof (the "Credit Agreement").  Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to them in the Credit
Agreement.

       1. The Borrowers  have informed the Lender that as of April 30, 1999, the
sum of (i) the Trailing  Four Fiscal  Quarter  Cash Flow  measured on such date,
minus (ii) Cash Flow Adjustment for the four fiscal quarters then ending was 90%
of the Consolidated Fixed Charges of the Borrowers for such four fiscal quarters
then  ending,  which is below the  minimum  percentage  of 100% as  required  by
Section 7.5.2 of the Credit Agreement.

       2. The Lender and the Borrowers  hereby agree that for the quarter ending
July 30,  1999,  the sum of (i) the  Trailing  Four  Fiscal  Quarter  Cash  Flow
measured  on such date,  minus  (ii) Cash Flow  Adjustment  for the four  fiscal
quarters  shall not be less than 85% of the  Consolidated  Fixed  Charges of the
Borrowers for such four fiscal quarters then ending,  which is below the minimum
percentage of 100% as required by Section 7.5.2 of the Credit Agreement.

       3. The Lender and the Borrowers  hereby agree that for the quarter ending
July 30, 1999 the ratio of the unpaid principal amount of Consolidated Financing
Debt of the Borrowers to Trailing Four Fiscal  Quarter Cash Flow for the quarter
then ending shall not exceed  6.75-to-1.0,  which  exceeds the maximum  ratio of
6.5-to-1.0  for such  quarter  then ending as  required by Section  7.5.1 of the
Credit Agreement.

       4. The  Lender  hereby  waives the  covenant  violation  set forth  under
paragraph 1 above.

       5. In order to induce the Lender to enter into this Waiver, the Borrowers
hereby  represent  and warrant that (i) no Default or Event of Default under the
Credit  Agreement  exists on the date hereof after giving  effect to this Waiver
and (ii) all of the  representations  and  warranties  contained  in the  Credit
Agreement  are true and correct in all  material  respects as of the date hereof
after  giving  effect  to  this  Waiver,  with  the  same  effect  as  if  those
representations  and  warranties  had been made on and as of the date hereof (it
being understood that any representation or warranty made as of a specified date
shall be  required to be true and correct in all  material  respects  only as of
such specified date).

<PAGE>

       6. This  Waiver is  limited  as  specified  and  shall not  constitute  a
modification, amendment or waiver of any other provision of the Credit Agreement
or  constitute  a course of dealing  between  the  parties.  This  Waiver may be
executed in any number of  counterparts  and by the different  parties hereto on
separate  counterparts,  each of which  counterpart  when executed and delivered
shall be an original,  but all of which  together  shall  constitute one and the
same  instrument.  From and after the date hereof,  all references in the Credit
Agreement  and in any other Credit  Documents to the Credit  Agreement  shall be
deemed to be references to the Credit Agreement as modified hereby.



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<PAGE>

       IN WITNESS WHEREOF,  each of the undersigned has caused this Waiver to be
executed under seal and delivered by its duly authorized  officer as of the date
first above written.


                                            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.
                                            GRAND TARGHEE INCORPORATED
                                            LMRC HOLDING CORP.
                                            LOON MOUNTAIN RECREATION CORPORATION
                                            LOON REALTY CORP.


                                            By:  /s/ Elizabeth J. Cole
                                                 -------------------------------
                                                 Elizabeth J. Cole
                                                 Executive Vice President


                                            BANKBOSTON, N.A., as Agent


                                            By:  /s/ Carlton F. Williams
                                                 -------------------------------
                                                 Carlton F. Williams
                                                 Director


                                            BANKBOSTON, N.A.


                                            By:  /s/ Carlton F. Williams
                                                 -------------------------------
                                                 Carlton F. Williams
                                                 Director