Exhibit 10.1






                          THIRD AMENDMENT AND WAIVER TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                            Dated as of June 13, 2003


                                      Among


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


                                  DRE, L.L.C.,
                                  as Guarantor


                            THE LENDERS PARTY HERETO,
                                   as Lenders


                                       and


                              FLEET NATIONAL BANK,
                            as Agent for the Lenders





<PAGE>






                          THIRD AMENDMENT AND WAIVER TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


     This THIRD  AMENDMENT AND WAIVER TO AMENDED AND RESTATED  CREDIT  AGREEMENT
(this "Third  Amendment  and Waiver") is entered into as of June 13, 2003 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,  "TLC"),  SIERRA-AT-TAHOE,  INC., a Delaware corporation
(together with its successors and assigns, "Sierra-at-Tahoe"), 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"), and LOON REALTY
CORP.,  a New Hampshire  corporation  (together with its successors and assigns,
"Loon  Realty,"  and  together  with  BCS  Holdings,   BCS   Acquisition,   TLC,
Sierra-at-Tahoe,  Waterville,  Cranmore,  Ski Lifts,  LMRC Holding and Loon, the
"Borrowers",  and each a  "Borrower"),  as borrowers,  DRE,  L.L.C.,  a Delaware
limited  liability  company  (together  with its  successors  and  assigns,  the
"Guarantor"),  as  guarantor,  the lenders from time to time party to the Credit
Agreement  described  below (the  "Lenders"),  and FLEET  NATIONAL  BANK  (f/k/a
BankBoston, N.A.), as agent (the "Agent") for itself and the other Lenders.

                                    Recitals

     WHEREAS,  the  Borrowers,  the  Guarantor,  the  Lenders  and the Agent are
parties to an Amended and Restated  Credit  Agreement dated as of March 15, 2002
(as amended,  supplemented or otherwise  modified through the date of this Third
Amendment and Waiver, the "Credit Agreement").

     WHEREAS, the Borrowers,  the Guarantor, the Lenders and the Agent desire to
amend the Credit  Agreement and grant a limited  waiver to the Borrowers and the
Guarantor in connection  with certain of the covenants  and  obligations  of the
Borrowers and the Guarantors on the terms and conditions set forth herein.

     NOW,  THEREFORE,  for good  and  valuable  consideration  the  receipt  and
sufficiency  of which are hereby  acknowledged  and subject to the conditions to
effectiveness specified in Section 4, the Borrowers,  the Guarantor, the Lenders
and the Agent hereby amend the Credit Agreement and agree as follows:

     Section 1. Definitions.

     (a)  All capitalized terms used herein and not otherwise defined shall have
          the meanings set forth in the Credit Agreement.

<PAGE>

     (b)  Section 1.2 of the Credit  Agreement is hereby  amended to add the new
          definition of " "Third Amendment and Waiver" in alphabetical order, as
          follows:

          "Third  Amendment and Waiver'  means that certain Third  Amendment and
     Waiver to Amended and Restated  Credit  Agreement dated as of June 13, 2003
     by and among the Borrowers, the Guarantor, the Lenders and the Agent."

     Section 2. Amendments

     (a)  Section  5.5 of the Credit  Agreement  is hereby  amended by  deleting
          paragraphs (a), (b) and (c) thereof in their entirety and substituting
          therefor the following:



               "(a) Minimum  Consolidated  Resort  EBITDA.  The Loan Parties and
          their Subsidiaries shall earn Consolidated  Resort EBITDA for any four
          consecutive  fiscal quarter period ending during each period set forth
          below of not less than the amount set forth opposite such period:



                           Period                   Minimum Resort EBITDA
                           ------                   ------- ------ ------

          May 2, 2003 through January 30, 2004           $19,000,000
          ---------------------------------------------------------------

          January 31, 2004 through January 28, 2005      $23,500,000
          ---------------------------------------------------------------

          January 29, 2005 and thereafter                $26,500,000"
          ---------------------------------------------------------------


               "(b) Ratio of Consolidated  EBITDA to Consolidated  Debt Service.
          The Loan Parties and their  Subsidiaries  shall maintain as of the end
          of each fiscal quarter for the four consecutive  fiscal quarter period
          ending  on  such  date  a  ratio  of  (i)  Consolidated  EBITDA,  less
          Sustaining Capital Expenditures,  less cash income taxes actually paid
          during such period to (ii)  Consolidated Debt Service of not less than
          the ratio for each  four-quarter  period  ending on the date or during
          any period set forth below:


                           Period                   Maximum Ratio
                           ------                   ------- -----

          May 2, 2003                                  1 to 1
          ---------------------------------------------------------------

          May 3, 2003 through August 1, 2003           .75 to 1
          ---------------------------------------------------------------

          August 2, 2003 through October 31, 2003      1 to 1
          ---------------------------------------------------------------

          November 1, 2003 through January 30, 2004    1.1 to 1
          ---------------------------------------------------------------

          January 31, 2004 through January 28, 2005    1.2 to 1
          ---------------------------------------------------------------

          January 29, 2005 and thereafter              1.3 to 1"
          ---------------------------------------------------------------

                                       2
<PAGE>

               "(c) Adjusted   Consolidated   Leverage   Ratio.   The   Adjusted
                    Consolidated Leverage Ratio of the Loan Parties at all times
                    shall not exceed  the ratio set forth  below  opposite  such
                    period:


                      Leverage Ratio Period       Adjusted Leverage Ratio
                      -------- ----- ------       -------- -------- -----

          Closing Date through August 1, 2003          .55:1
          ---------------------------------------------------------------

          August 2, 2003 through October 31, 2003      .65:1
          ---------------------------------------------------------------

          November 1, 2003 through October 29, 2004    .55:1
          ---------------------------------------------------------------

          October 30, 2004 through October 28, 2005    .50:1
          ---------------------------------------------------------------

          October 29, 2005 and thereafter              .45:1"
          ---------------------------------------------------------------

     (b)  For purposes of calculating compliance with the financial covenants in
          Sections  5.5(a) and (b) of the Credit  Agreement  for the  Borrowers'
          fiscal quarters  ending February 1, 2003, May 2, 2003,  August 1, 2003
          and October 31, 2003, such covenants shall be calculated  after giving
          pro forma effect to the Bear Mountain  Stock Sale and the  application
          of the proceeds therefrom.

     Section 3. Waiver. The Lenders hereby waive any Default or Event of Default
arising as a result of the failure by the Borrowers to satisfy  Sections  5.5(a)
and (b) of the Credit  Agreement in effect prior to giving  effect to this Third
Amendment and Waiver for the four consecutive  quarter period ending May 2, 2003
or any related failure to satisfy  Section 6.3 of the Credit  Agreement based on
the Borrowers'  financial and operating  performance  through May 2, 2003.  This
waiver is limited as specified  and shall not,  except as otherwise set forth in
this Third Amendment and Waiver, constitute a modification,  amendment or waiver
of any other  provision  of the Credit  Agreement,  and shall not  constitute  a
course of dealing between the parties.


     Section 4. Effectiveness; Conditions to Effectiveness. This Third Amendment
and Waiver shall become  effective  upon  execution  and delivery  hereof by the
Borrowers, the Guarantor, the Agent and the Lenders.

     Section 5.  Representations  and Warranties;  No Default.  The Loan Parties
confirm to the Lenders their representations and warranties set forth in Article
6 of the Credit  Agreement  (after  giving  effect to this Third  Amendment  and
Waiver)  (except as to  transactions  permitted  under the Credit  Agreement and
described in a Compliance  Certificate  previously  delivered to the Agent or in
this Third Amendment and Waiver and except to the extent that any representation
or warranty  expressly  relates to an earlier date) as of the date hereof, as if
set forth herein in full. The Loan Parties certify that,  after giving effect to
this Third Amendment and Waiver, no Default exists under the Credit Agreement.

     Section 6. Miscellaneous.  The Borrowers,  jointly and severally,  agree to
pay on demand all of the Agent's reasonable expenses in preparing, executing and
delivering  this Third  Amendment and Waiver,  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  LLP.  This Third
Amendment  and Waiver shall be a Lender  Agreement  and shall be governed by and
construed and enforced under the laws of The Commonwealth of Massachusetts.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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<PAGE>

     IN WITNESS WHEREOF, the Borrowers, the Guarantor, the Lenders and the Agent
have  caused this Third  Amendment  and Waiver 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.
                                       TRIMONT LAND COMPANY
                                       SIERRA-AT-TAHOE, INC.
                                       BOOTH CREEK SKI ACQUISITION CORP.
                                       WATERVILLE VALLEY SKI RESORTS, INC.
                                       MOUNT CRANMORE SKI RESORT, INC.
                                       SKI LIFTS, INC.
                                       LMRC HOLDING CORP.
                                       LOON MOUNTAIN RECREATION CORPORATION
                                       LOON REALTY CORP., as Borrowers



                                       By:      /s/ Brian J. Pope
                                             __________________________________
                                             Name:  Brian J. Pope
                                             Title: Vice President



                                       DRE, L.L.C., as Guarantor

                                       By:  Ski Lifts, Inc., its Manager



                                                By:    /s/ Brian J. Pope
                                                    ___________________________
                                                    Name:  Brian J. Pope
                                                    Title: Vice President



                                       FLEET NATIONAL BANK, as Agent



                                       By:      /s/ Thomas Engels
                                             __________________________________
                                             Name:  Thomas Engels
                                             Title: Senior Vice President



                                       FLEET NATIONAL BANK, as Lender



                                       4
<PAGE>

                                       By:      /s/ Thomas Engels
                                             __________________________________
                                             Name:  Thomas Engels
                                             Title: Senior Vice President



                                       U.S. BANK NATIONAL ASSOCIATION, as Lender



                                       By:      /s/ Hassan A. Salem
                                             __________________________________
                                             Name:  Hassan A. Salem
                                             Title: Vice President




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