Exhibit 10.1

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                         FOURTH AMENDMENT AND WAIVER TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                            Dated as of June 14, 2004


                                      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










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<PAGE>


                         FOURTH AMENDMENT AND WAIVER TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


     This FOURTH  AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT  AGREEMENT
(this "Fourth  Amendment and Waiver") is entered into as of June 14, 2004 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 Fourth
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 "Fourth Amendment and Waiver" in alphabetical  order, as
          follows:

                    "Fourth  Amendment  and Waiver'  means that  certain  Fourth
               Amendment  and Waiver to Amended and  Restated  Credit  Agreement
               dated  as of  June  14,  2004 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   paragraph   (a)  thereof  in  its   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:

                         -------------------------------------------------------
                                                                  Minimum
                                                                  Consolidated
                           Period                                 Resort EBITDA
                         -------------------------------------------------------
                         May 2, 2003 through January 30, 2004     $19,000,000
                         -------------------------------------------------------
                         January 31, 2004 through April 29, 2005  $19,500,000
                         -------------------------------------------------------
                         April 30, 2005 through maturity          $20,500,000"
                         -------------------------------------------------------

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 Section 5.5(a) of
the Credit  Agreement in effect prior to giving effect to this Fourth  Amendment
and Waiver for the four consecutive  quarter period ending April 30, 2004 or any
related  failure to satisfy  Section 6.3 of the Credit  Agreement  based on such
failure by the Borrowers to satisfy  Section  5.5(a) of the Credit  Agreement in
effect prior to giving  effect to this Fourth  Amendment and Waiver for the four
consecutive  quarter  period  ending April 30,  2004.  This waiver is limited as
specified and shall not, except as otherwise set forth in this Fourth  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 Fourth Amendment and
Waiver  shall  become  effective  upon  execution  and  delivery  hereof  by the
Borrowers, the Guarantor, the Agent and the Lenders and payment of the fees owed
to the  Lenders as set forth in a fee letter of even date  herewith  between the
Lenders and BCS Holdings.


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 Fourth 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 Fourth
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
Fourth Amendment and Waiver, no Default exists under the Credit Agreement.

<PAGE>

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 Fourth  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 Fourth
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]


<PAGE>


     IN WITNESS WHEREOF, the Borrowers, the Guarantor, the Lenders and the Agent
have caused  this Fourth  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 RESORT, 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/ Christopher C. Holmgren
                                                   -----------------------------
                                                   Name:Christopher C. Holmgren
                                                   Title:Managing Director


<PAGE>

                                                   FLEET NATIONAL BANK, as
                                                   Lender


                                               By: /s/ Christopher C. Holmgren
                                                   -----------------------------
                                                   Name:Christopher C. Holmgren
                                                   Title:Managing Director



                                                   U.S. BANK NATIONAL
                                                   ASSOCIATION, as Lender



                                               By: /s/ Rob L. Stuart
                                                   -----------------------------
                                                   Name:Rob L. Stuart
                                                   Title:Assistant Vice
                                                         President