FIRST AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                            Dated as of May 18, 1999


                                      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
                                LOON REALTY CORP.
                                  the Borrowers

                                       and

                                BANKBOSTON, N.A.,
                                   the Lender

                                       and

                                BANKBOSTON, N.A.,
                                    the Agent









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            FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT



         This FIRST  AMENDMENT  TO AMENDED  AND  RESTATED  CREDIT  AGREEMENT  is
entered  into as of the 18th  day of May,  1999 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"),  GRAND  TARGHEE  INCORPORATED,  a Delaware  corporation
(together with its successors and assigns, "Grand Targhee"), 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, Grand Targhee,
LMRC Holding and Loon,  the  "Borrowers",  and each a  "Borrower"),  BANKBOSTON,
N.A., a national banking association  (together with its successors and assigns,
"BKB"), and BKB, as agent (the "Agent") for itself and the other Lenders, hereby
agree as follows:


                                    Recitals

         The  Borrowers,  BKB, as sole  Lender,  and the Agent are parties to an
Amended and Restated Credit  Agreement dated as of October 30, 1998 (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.

         NOW,  THEREFORE,  the  Borrowers,  BKB and the  Agent  hereby  agree as
follows:

         Section 1.  Definitions.  Section 1.2 of the Credit Agreement is hereby
amended by deleting the definition of "Final  Maturity Date" in its entirety and
substituting therefor the following:

                  "Final Maturity Date" means March 31, 2002.

         Section 2.  Amendment  of  Covenants.  (a) Section  2.2.1 of the Credit
Agreement  is hereby  amended  by  deleting  the first  sentence  thereof in its
entirety and substituting therefor the following:

                  "Subject  to all of the terms and  conditions  of this  Credit
                  Agreement  and so long as no  Default  exists,  the Agent will
                  issue for the account of any Borrower one or more  irrevocable
                  standby or  documentary  letters of credit  (the  "Letters  of
                  Credit") up to a Maximum  Exposure  Under Letters of Credit of
                  $5,000,000."

                  (b) Section 3.3.3 of the Credit Agreement is hereby amended by
adding the following proviso at the end of the first sentence thereof:

                  ; provided,  however, that with respect to documentary Letters
                  of Credit the  Borrowers and the Lenders may from time to time
                  agree to a lesser fee  reflecting  the  Lenders'  general rate
                  structure for documentiary letters of credit.

         Section 3.  Representations and Warranties;  No Default.  The Borrowers
hereby confirm to the Agent and BKB, 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.

         Section 4. Miscellaneous.  The Borrowers agree,  jointly and severally,
to pay on demand all the Agent's reasonable expenses in preparing, executing and
delivering this First Amendment to Amended and Restated  Credit  Agreement,  and
all related  instruments  and  documents,  including,  without  limitation,  the
reasonable  fees and  out-of-pocket  expenses  of the Agent's  special  counsel,
Goodwin, Procter & Hoar LLP. This First 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.

                                  [End of Page]


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         IN WITNESS WHEREOF,  the Borrowers,  BKB and the Agent have caused this
First 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.
                                            GRAND TARGHEE INCORPORATED
                                            LMRC HOLDING CORP.
                                            LOON MOUNTAIN RECREATION CORPORATION
                                            LOON REALTY CORP.


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


                                            BANKBOSTON, N.A.


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


                                            BANKBOSTON, N.A., as Agent


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