SECOND 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.
                           GRAND TARGHEE INCORPORATED
                               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>

                              SECOND AMENDMENT TO
                     AMENDED AND RESTATED CREDIT AGREEMENT



     This SECOND  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT  (this
"Second 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"),  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"),  FLEET NATIONAL BANK (f/k/a BankBoston,  N.A.), a national banking
association  organized  and  existing  under the laws of the  United  States of
America  (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 the 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 dated as of May 18, 1999 (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.   BCS  Holdings  wishes  to  enter  into an  Asset  Purchase  Agreement
          attached  hereto as Exhibit A-1 by and between BCS Holdings as Seller
          and GT  Acquisition  I, LLC  ("GTA")  as Buyer  dated as of March 21,
          2000,  as amended by that certain  letter  agreement  dated March 21,
          2000 between BCS Holdings and GTA attached  hereto as Exhibit A-2 and
          that certain Amendment to the Asset Purchase  Agreement dated May 28,
          2000 and attached  hereto as Exhibit A-3 (the "Targhee Asset Purchase
<PAGE>

          Agreement") whereby GTA will purchase all or substantially all of the
          assets currently owned by Grand Targhee and each of its subsidiaries,
          Targhee  Ski  Corp.,  a  Delaware  corporation,  Targhee  Company,  a
          Delaware  corporation,  and B-V Corp., a Wyoming  corporation (each a
          "Grand  Targhee  Subsidiary"  and  collectively  the  "Grand  Targhee
          Subsidiaries").

     3.   Prior to the execution and consummation of the Targhee Asset Purchase
          Agreement, Grand Targhee and BCS Holdings wish to merge Grand Targhee
          and the Grand  Targhee  Subsidiaries  with and into BCS Holdings (the
          "Grand Targhee Merger").

     4.   In connection with the Targhee Asset Purchase Agreement, BCS Holdings
          and GTA desire to enter into a  Transition  Services  Agreement  (the
          "Transition  Services  Agreement")  by and among BCS Holdings and GTA
          dated as of May 28, 2000 and attached hereto as Exhibit B.

     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 Sections 4 and 5 herein, the Borrowers,
Fleet and the Agent hereby agree as follows:

     Section 1. Consent.  Based upon and subject to the representations made in
Section 5 herein,  Fleet,  as Agent and  Lender,  hereby  consents to the Grand
Targhee  Merger  and to the  transactions  contemplated  by the  Targhee  Asset
Purchase Agreement.

     Section 2.  Amendment to the Credit  Agreement.  The Credit  Agreement is
hereby amended as follows:

          (a)  Section  1.2  of the  Credit  Agreement  is  hereby  amended  by
     inserting after the definition of Subsidiary the following:

          "Targhee Asset Purchase Agreement" means the Asset Purchase Agreement
          dated as of March 21,  2000,  by and among BCS Holdings as Seller and
          GT  Acquisition  I, LLC  ("GTA")  as Buyer as  amended  by the letter
          agreement  dated March 21, 2000  between BCS Holdings and GTA and the
          Amendment to Asset Purchase  Agreement dated May 28, 2000 between BCS
          Holdings and GTA.

          "Targhee Transition Services Agreement" means the Transition Services
          Agreement  dated as of May 28, 2000, by and among BCS Holdings and GT
          Acquisition I, LLC.

          (b)  Section  2.1.1 of the Credit  Agreement  is hereby  amended  and
     restated in its entirety as follows:
<PAGE>

          2.1.1 Revolving  Loan.  Subject to all of the terms and conditions of
this Agreement and so long as no Default exists, the Lenders will make loans to
the  Borrowers  in an  aggregate  principal  amount  not to  exceed at any time
outstanding an amount (the "Maximum  Amount of Revolving  Credit") equal to the
sum of:

     (x)  the lesser of (a) the Stated Maximum or (b) such amount (in a minimum
          amount of $300,000 and in integral  multiples of $100,000)  specified
          by  irrevocable  notice from BCS  Holdings to the Agent (such  notice
          reducing the Maximum  Amount of Revolving  Credit seven calendar days
          after being given to the Agent) minus

     (y)  the Maximum Exposure under Letters of Credit, and minus

     (z)  the  principal  amount  of  any  other  indebtedness  of  any  of the
          Borrowers to Fleet or any of Fleet?s affiliates,  including,  without
          limitation,  indebtedness under any capitalized lease obligations and
          the remaining contract balances under any operating leases.

The aggregate principal amount of the loans made pursuant to this Section 2.1.1
at any one time outstanding is referred to as the "Revolving Loan".

          (c) Section 7.12 is amended by adding after the text of  subparagraph
     (i)(vii) the following:

               (j)  all or substantially all of the assets of Grand Targhee and
                    the Grand Targhee  Subsidiaries or used in and necessary to
                    the  operation  of the  Wyoming  Resort,  to be  sold to GT
                    Acquisition  I, LLC pursuant to the Targhee Asset  Purchase
                    Agreement.

          (d) Section 7.15 is hereby amended by adding the following to the end
     of such section following the word "non-Affiliate":

               ; provided,  however,  that BCS Holdings and its  Affiliates may
               enter into,  consummate and perform their  obligations under the
               Targhee  Asset  Purchase  Agreement  and the Targhee  Transition
               Services Agreement.

     Section 3. Grand Targhee  Amendments  Subject to and conditioned  upon the
consummation  of the  transactions  under the Targhee Asset Purchase  Agreement
including  the receipt by BCS Holdings of the Purchase  Price as defined in the
Targhee  Asset  Purchase  Agreement,  the Agent and Fleet  will  simultaneously
terminate  the Grand Targhee  Security  Agreement,  take other such  reasonable
actions to release Fleet?s security interest in the assets of Grand Targhee and
the Grand Targhee  Subsidiaries  which are transferred to GT Acquisition I, LLC
pursuant to the Targhee Asset Purchase  Agreement  (including to the extent the
<PAGE>

same become assets of BCS Holdings prior to their transfer to GT Acquisition I,
LLC pursuant to the Targhee Asset  Purchase  Agreement),  including  filing UCC
Termination Statements, and, without further action on the part of the Agent or
Fleet, amend the Credit Agreement as follows:

          (a)  The Credit Agreement is hereby amended by deleting references to
               "Grand  Targhee  Incorporated"  on the cover page,  in the first
               paragraph and on the signature lines.

          (b)  Section 1.2 of the Credit Agreement is hereby amended by:

               (1)  deleting  the  definition  of "Resorts" in its entirety and
               substituting therefor the following:

          "Resorts" means the California Resorts, the New Hampshire Resorts and
          the Washington Resorts, collectively.

               (2) deleting the  definition  of  "Security  Agreements"  in its
               entirety and substituting therefor the following:

          "Security  Agreements" means,  collectively,  the  Northstar-at-Tahoe
          Security Agreement,  the Sierra-at-Tahoe Security Agreement, the Bear
          Mountain Security Agreement,  the Waterville Security Agreement,  the
          Cranmore Security Agreement,  the Ski Lifts Security  Agreement,  the
          LMRC Holding Security  Agreement,  the Loon Security  Agreement,  the
          Loon  Realty  Security  Agreement,   the  BCS  Acquisition   Security
          Agreement, and the BCS Holdings Security Agreement.

               (3)  deleting  the   definition  of  "Grand   Targhee   Security
               Agreement."

          (c) Section 7.5 of the Credit Agreement is hereby amended by deleting
Section 7.5.3 thereof in its entirety.

          (d) Exhibit 2.1.4 is hereby amended by:

               (1) deleting at lines 11 and 12 of the first paragraph the words
               "Grand Targhee  Incorporated,  a Delaware corporation  (together
               with its successors and assigns, "Grand Targhee")" and

               (2) deleting the words "Grand Targhee" following "Ski Lifts," at
               line 18 of the first  paragraph and deleting the signature  line
               for Grand Targhee Incorporated.
<PAGE>


          (e)  Exhibit  5.2.1 is  amended  by  deleting  at line 6 of the first
paragraph and from the signature block, "Grand Targhee Incorporated."

          (f)  Exhibit  7.4.1 is  amended  by  deleting  at line 6 of the first
paragraph the words "Grand Targhee Incorporated."

          (g)  Exhibit  7.4.2 is  amended  by  deleting  at line 6 of the first
paragraph, the words "Grand Targhee Incorporated."

provided,  however,  that the  Borrowers  use the proceeds of the Targhee Asset
Purchase Agreement  immediately upon receipt (1) to temporarily repay Revolving
Loans under the Credit  Agreement that were utilized on May 2, 2000 to repay in
full  approximately  $4,500,000 of outstanding  obligations to GE Capital under
certain  leases  for ski lifts and other  equipment  used in the  business  and
operations  of the Borrowers  and (2) to  temporarily  repay with the remainder
Revolving Loans under the Credit Agreement.

     Section  4.  Conditions  to  Closing  The  effectiveness  of  this  Second
Amendment is subject to the satisfaction of the following conditions:

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

          (b) Legal  Opinion.  The Lenders shall have received from Loeb & Loeb
     LLP special  counsel for the  Borrowers,  its opinion that (i) this Second
     Amendment  has  been  duly  authorized,  executed  and  delivered  by  the
     Borrowers and is enforceable  against the Borrowers in accordance with its
     terms and (ii) neither the merger of Grand Targhee  Incorporated  with and
     into BCS Holdings nor the  execution,  delivery  and  consummation  of the
     Targhee Asset Purchase Agreement  conflicts with, violates or results in a
     default under the Senior Indenture.

          (c)  Proper  Proceedings.  This  Second  Amendment  shall  have  been
     authorized by all necessary  proceedings  of each Obligor 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.

          (d) Accuracy of Representations  and Warranties.  The representations
     and  warranties  of the  Borrowers  set forth in Section 5 hereof shall be
     true and correct.

          (e) General.  All legal and corporate  proceedings in connection with
     the  transactions  contemplated  by this  Agreement  and each other Credit
<PAGE>

     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 5. Representations and Warranties; No Default

          (a)  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 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.

          (b) The  Borrowers  hereby  represent  and  warrant  that the  assets
     described  in  Exhibit C attached  hereto  represent  all of the  material
     assets which were  formerly  held by Grand  Targhee and the Grand  Targhee
     Subsidiaries  and  which are to be  transferred  from BCS  Holdings  to GT
     Acquisition I, LLC pursuant to the Targhee Asset Purchase Agreement.

          (c) The Borrowers  hereby  certify that no Default  currently  exists
     under the Credit  Agreement nor will the consummation of the Grand Targhee
     Merger or the Targhee Asset Purchase  Agreement  result in a Default under
     the Credit Agreement or the Senior Indenture.

     Section 6.  Miscellaneous

          (a)  Governing Law.  This Second  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 the Second  Amendment,  the Credit Agreement shall remain in
     full force and effect.

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

     IN WITNESS  WHEREOF,  the parties hereto have caused this Second 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


                               FLEET NATIONAL BANK, as Lender


                               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