WAIVER OF COVENANT VIOLATIONS


     This Waiver  (this  "Waiver") is entered into as of this 12th day of March,
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.

         The Borrowers have informed the Lender that:

     1. As of January  29,  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 was 6.84-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.

     2. As of January 29, 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 86%,  which is below the minimum  percentage of
100% as required by Section 7.5.2 of the Credit Agreement.

     3. The Revolving  Loan will not be equal to or less than  $8,000,000  for 
the sixty  (60) day  period  required  under  Section  2.1.2 of the  Credit
Agreement.

     4. The Borrowers  will not submit a written action plan (the "Action Plan")
addressing  the items  listed on  Exhibit  7.18 of the Credit  Agreement  to the
Lender on or before March 15, 1999, as required under Section 7.17 of the Credit
Agreement.

     The  Lender,  hereby (i) waives the  covenant  violations  set forth  under
paragraphs 1 through 4 above,  and (ii) agrees that the Borrowers may deliver to
the Lender the Action Plan required  under Section 7.17 of the Credit  Agreement
on or before May 15, 1999.


<PAGE>



     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).

     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.

*The remainder of this page has been intentionally left blank*


<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              
                                                Title:  Executive Vice President


                                               BANKBOSTON, N.A., as Agent

                                            By: /s/ CARLTON WILLIAMS          
                                                ----------------------------
                                                Carlton Williams
                                                Title:  Director

                                               
                                                 BANKBOSTON, N.A.

                                              By: /s/ CARLTON WILLIAMS        
                                                ----------------------------
                                                Carlton Williams
                                                Title:  Director