Exhibit 10.1 Amended and Restated Credit Agreement






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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           Dated as of March 15, 2002

                                      Among

                         BOOTH CREEK SKI HOLDINGS, INC.
                              TRIMONT LAND COMPANY
                              SIERRA-AT-TAHOE, INC.
                               BEAR MOUNTAIN, 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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                               TABLE OF CONTENTS



ARTICLE 1.  DEFINITIONS AND ACCOUNTING TERMS...................................3
 Section 1.1.   Restatement; Calculations......................................3
 Section 1.2.   Definitions....................................................3
 Section 1.3.   Accounting Terms..............................................27

ARTICLE 2.  THE CREDITS.......................................................27
 Section 2.1.   The Term Loans................................................27
 Section 2.2.   The Revolving Credit..........................................28
 Section 2.3.   Making of Additional Term Loans and.............................
                Revolving Credit Advances.....................................28
 Section 2.4.   Interest on Term Loans and Revolving Credit Advances..........30
 Section 2.5.   Election of LIBOR Pricing Options.............................30
 Section 2.6.   Letters of Credit.............................................31
 Section 2.7.   Additional Payments...........................................35
 Section 2.8.   Computation of Interest, Etc..................................35
 Section 2.9.   Fees..........................................................36
 Section 2.10.  Set-Off.......................................................37
 Section 2.11.  Sharing of Payments...........................................37
 Section 2.12.  Reduction of Commitment by the Borrowers......................37
 Section 2.13.  Increased Costs, Etc..........................................37
 Section 2.14.  Changed Circumstances.........................................39
 Section 2.15.  Use of Proceeds...............................................40
 Section 2.16.  Guaranty......................................................40

ARTICLE 3.  CONDITIONS TO LOANS AND ADVANCES..................................41
 Section 3.1.   Conditions to Initial Term Loans and............................
                First Revolving Credit Advance................................41
 Section 3.2.   Conditions to All Additional Term Loans.......................44
 Section 3.3.   Conditions to All Revolving Credit Advances...................45

ARTICLE 4.  PAYMENT AND REPAYMENT.............................................46
 Section 4.1.   Mandatory Prepayment..........................................46
 Section 4.2.   Voluntary Prepayments.........................................46
 Section 4.3.   Payment and Interest Cutoff...................................47
 Section 4.4.   Payment or Other Actions on Non-Business Days.................47
 Section 4.5.   Method, Timing and Application of Payments....................47
 Section 4.6.   Payments Not at End of Interest Period........................48
 Section 4.7.   Taxes.........................................................49
 Section 4.8.   Mitigation of Expenses........................................51
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ARTICLE 5.  GENERAL COVENANTS.................................................51
 Section 5.1.   Taxes and Other Charges.......................................51
 Section 5.2.   Conduct of Business, etc......................................52
 Section 5.3.   Insurance.....................................................53
 Section 5.4.   Financial Statements and Reports..............................53
 Section 5.5.   Certain Financial Tests.......................................58
 Section 5.6.   Indebtedness..................................................59
 Section 5.7.   Guarantees; Letters of Credit.................................61
 Section 5.8.   Liens.........................................................61
 Section 5.9.   Investments...................................................62
 Section 5.10.  Distributions.................................................64
 Section 5.11.  Capital Expenditures..........................................64
 Section 5.12.  Merger and Dispositions of Assets; Release of Liens;............
                Use of Certain Proceeds.......................................65
 Section 5.13.  Subsidiaries..................................................66
 Section 5.14.  ERISA.........................................................67
 Section 5.15.  Transactions with Affiliates..................................67
 Section 5.16.  Environmental Cleanup.........................................67
 Section 5.17.  Cash Concentration............................................67
 Section 5.18.  Permitted Management Fees.....................................68
 Section 5.19.  Letters of Credit at Annual Clean-up..........................68
 Section 5.20.  Use of Equipment..............................................68
 Section 5.21.  NMP...........................................................68
 Section 5.22.  No Impairment of Cross-Streaming, Upstreaming,..................
                Downstreaming or Liens........................................68
 Section 5.23.  Adjusted Incurred Real Estate Costs...........................69
 Section 5.24.  Loon Appraisal................................................69
 Section 5.25.  Miscellaneous Real Estate Documentation.......................69
 Section 5.26.  Booth Creek Ski Acquisition...................................69

ARTICLE 6.  REPRESENTATIONS AND WARRANTIES....................................69
 Section 6.1.   Organization and Business.....................................69
 Section 6.2.   Financial Statements and Other Information....................70
 Section 6.3.   Changes in Condition..........................................70
 Section 6.4.   Agreements Relating to Financing Debt, Investments, etc.......71
 Section 6.5.   Title to Assets...............................................71
 Section 6.6.   Licenses, etc.................................................71
 Section 6.7.   Litigation....................................................71
 Section 6.8.   Tax Returns...................................................72
 Section 6.9.   No Legal Obstacle to Agreements...............................72
 Section 6.10.  Defaults......................................................73
 Section 6.11.  Certain Business Representations..............................73
 Section 6.12.  Pension Plans.................................................74
 Section 6.13.  Disclosure....................................................74
 Section 6.14.  NMP...........................................................74
 Section 6.15.  Valid and Binding Obligations.................................74
 Section 6.16.  Other Agreements..............................................75
 Section 6.17.  Stock.........................................................75
 Section 6.18.  Governmental Regulations......................................75
 Section 6.19.  Margin Stock..................................................75
 Section 6.20.  Solvency......................................................76
 Section 6.21.  Senior Indenture..............................................76
 Section 6.22.  Adjusted Incurred Real Estate Costs...........................77
 Section 6.23.  Forest Service Permits........................................77
 Section 6.24.  Booth Creek Ski Acquisition...................................77
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ARTICLE 7.  EVENTS OF DEFAULT AND REMEDIES....................................77
 Section 7.1.   Events of Default.............................................77
 Section 7.2.   Remedies......................................................80
 Section 7.3.   Distribution of Proceeds......................................81

ARTICLE 8.  CONSENTS; AMENDMENTS; WAIVERS; REMEDIES...........................82
 Section 8.1.   Actions by Lenders............................................82
 Section 8.2.   Actions by Loan Parties.......................................83

ARTICLE 9.  SUCCESSORS AND ASSIGNS............................................83
 Section 9.1.   General.......................................................83
 Section 9.2.   Assignments...................................................84
 Section 9.3.   Participations................................................85

ARTICLE 10.  THE AGENT........................................................86
 Section 10.1.  Authorization and Action......................................86
 Section 10.2.  Agent's Reliance, Etc.........................................86
 Section 10.3.  Agent as a Lender.............................................87
 Section 10.4.  Lender Credit Decision........................................87
 Section 10.5.  Indemnification of Agent......................................87
 Section 10.6.  Successor Agent...............................................88
 Section 10.7.  Amendment of Article 10.......................................88

ARTICLE 11.  MISCELLANEOUS....................................................88
 Section 11.1.  Notices.......................................................88
 Section 11.2.  Merger........................................................89
 Section 11.3.  Governing Law; Consent to Jurisdiction........................89
 Section 11.4.  Counterparts; Replacement of Instruments......................90
 Section 11.5.  Expenses and Indemnification..................................90
 Section 11.6.  Confidentiality...............................................91
 Section 11.7.  Usury Limitation..............................................91
 Section 11.8.  Reliance on Representations and Actions of BCS Holdings.......92
 Section 11.9.  WAIVER OF JURY TRIAL; VENUE...................................92

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LIST OF EXHIBITS AND SCHEDULES
Exhibit A-1       Form of Term Note
Exhibit A-2       Form of Revolving Credit Note
Exhibit B-1       Form of Notice of Additional Term Loan Borrowing
Exhibit B-2       Form of Notice of Revolving Credit Borrowing
Exhibit C         Form of Compliance Certificate
Exhibit D         Form of LIBOR Pricing Notice
Exhibit E         Form of Opinion of Loan Parties' Counsel
Exhibit F         Form of Assignment and Acceptance Agreement
Schedule 1        Schedule of Commitment Percentages
Schedule 2        Schedule of Excluded Asset Sales
Schedule 5.3      Schedule of Insurance
Schedule 5.6(n)   Schedule of Indebtedness
Schedule 5.7(a)   Schedule of Performance and Surety Bonds Containing Guarantees
Schedule 5.7(b)   Schedule of Letters of Credit
Schedule 5.16     Schedule of Environmental Remediation
Schedule 5.22     Schedule of Impairment Agreements
Schedule 5.25     Schedule of Miscellaneous Real Estate Documentation
Schedule 6.1(a)   Schedule of Loan Parties and Subsidiaries
Schedule 6.1(b)   Schedule of Foreign Qualifications
Schedule 6.3      Schedule of Material Transactions
Schedule 6.4      Schedule of Financing Debt, Liens, Guaranties and Investments
Schedule 6.7      Schedule of Litigation
Schedule 6.11     Schedule of Environmental Matters
Schedule 6.17     Schedule of Capital Stock and Membership Interests
Schedule 6.23     Schedule of Forest Service Agreements


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                      AMENDED AND RESTATED CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March
15, 2002 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"), 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"), 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, Bear Mountain, 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,
"DRE"), as a Guarantor, the Lenders party hereto, and FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.), as agent (the "Agent") for itself and the other Lenders.

                                    Recitals

         The Borrowers and Fleet National Bank ("Fleet"), as Lender and the
Agent, are parties to an Amended and Restated Credit Agreement dated as of
October 30, 1998 (as amended, the "1998 Credit Agreement") and the Borrowers,
jointly and severally, desire to amend, restate and supplement their existing
credit facilities, add DRE as a Guarantor, and add an additional Lender on the
terms and conditions set forth herein. The credit facilities established
hereunder evidence the Borrowers' obligations under the 1998 Credit Agreement,
as amended and restated hereunder, and future advances hereunder will be used
(a) in the case of the Term Loans, to repurchase certain indebtedness of BCS
Holdings and BCS Acquisition and (b) in the case of Revolving Credit Advances,
to provide for ongoing working capital and other specified needs. The Lenders
are willing to provide such financing on the terms and conditions set forth
herein, including, among others, that the Borrowers amend and restate the 1998
Credit Agreement as provided herein. The Loan Parties conduct their operations
on a combined basis with shared management, purchasing, planning, financial
controls and other functions, and the access of all Borrowers to the credit
facilities provided hereunder benefits all Loan Parties in connection with their
various businesses.

                                       2
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         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, (a) the Borrowers party to the
1998 Credit Agreement and Fleet hereby amend and restate the 1998 Credit
Agreement in its entirety and (b) all the parties hereto hereby agree as
follows:


               ARTICLE 1. ...... DEFINITIONS AND ACCOUNTING TERMS

         Section 1.1.......Restatement;  Calculations.  Effective as of the date
hereof (the  "Restatement  Date"),  this Amended and Restated  Credit  Agreement
amends and restates in its entirety the 1998 Credit Agreement.

         Effective on the Restatement Date, the "Revolving Loan" outstanding
under the 1998 Credit Agreement on such date shall be deemed to be Revolving
Credit Advances outstanding under Section 2.2 and shall be evidenced by the
Revolving Notes, and the Lenders shall make appropriate transfers between them
so that such Revolving Credit Advances are allocated in accordance with their
Commitment Percentages.

         Amounts in respect of interest, fees and other amounts payable to or
for the account of the Lenders shall be calculated in accordance with the
provisions of (a) the 1998 Credit Agreement with respect to any period (or
portion of any period) ending prior to the Restatement Date and (b) this
Agreement as in effect on the Restatement Date after giving effect to the
amendment and restatement thereof effected hereby and as from time to time
thereafter in effect with respect to any period (or portion of any period)
commencing on or after the Restatement Date.

         Section  1.2.......Definitions.   In  addition  to  the  terms  defined
elsewhere in this Agreement,  unless otherwise specifically provided herein, the
following terms shall have the following  meanings for all purposes when used in
this  Agreement,  and in any  note,  agreement,  certificate,  report  or  other
document made or delivered in connection with this Agreement:

                  "Accumulated Benefit Obligations" means the actuarial present
         value of the accumulated benefit obligations under any Plan, calculated
         in a manner consistent with Statement No. 87 of the Financial
         Accounting Standards Board.

                  "Additional Term Loans" has the meaning set forth in Section
         2.1.

                  "Adjusted Consolidated Capital Base" at any time means the sum
         of (a) Consolidated Net Worth at such time plus (b) the aggregate
         principal amount outstanding of Senior Unsecured Notes at such time.

                  "Adjusted Consolidated Leverage Ratio" at any time means the
         ratio of Consolidated Senior Secured Indebtedness to Adjusted
         Consolidated Capital Base.
                                       3
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                  "Adjusted Incurred Real Estate Costs" means the sum of (a)
         reasonable capitalized real estate costs of the Loan Parties incurred
         before or after the date hereof in connection with the development of
         Porcupine Ridge at the Northstar-at-Tahoe resort, Unit 7A at the
         Northstar-at-Tahoe resort and Unit 7B at the Northstar-at-Tahoe resort
         and (b) reasonable selling, general and administrative costs incurred
         after February 1, 2002 in connection with the Loan Parties' real estate
         operating segment.

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling, controlled by or under
         direct or indirect common control with such Person, and shall include
         (i) any officer or director or general partner of such Person and (ii)
         any Person of which such Person or any Affiliate (as defined in clause
         (i) above) of such Person shall, directly or indirectly, beneficially
         own either at least 10% of the outstanding equity securities having the
         general power to vote or at least 10% of all equity interests.

                  "Agent" means Fleet National Bank, in its capacity as agent
         for the Lenders, and its successors in that capacity.

                  "Agreement" means this Amended and Restated Credit Agreement,
         as amended or supplemented from time to time. References to Articles,
         Sections, Exhibits, Schedules and the like refer to the Articles,
         Sections, Exhibits, Schedules and the like of this Agreement unless
         otherwise indicated, as amended and supplemented from time to time.

                  "Applicable Base Rate" means the sum of (a) the Base Rate plus
         (b) the Base Rate Margin, as each is in effect from time to time.

                  "Applicable LIBOR Rate" means the sum of (a) the LIBOR Rate
         plus (b) the LIBOR Rate Margin, as each is in effect from time to time.

                  "Appraisal" means a valuation of the operating business,
         assets, real estate or any portion thereof of any of the Loan Parties,
         in similar form as the appraisals previously provided to the Agent.

                  "ASC Subordinated Note" means the Subordinated Promissory Note
         dated November 27, 1996 issued by BCS Acquisition, Waterville and
         Cranmore payable to American Skiing Company, a Delaware corporation.

                  "Assignment and Acceptance Agreement" shall have the meaning
         set forth in Section 9.2 hereof.
                                       4
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                  "Base Rate" means the greater of (a) the Prime Rate and (b)
         the Federal Funds Effective Rate plus 1/2 of 1% per annum (rounded
         upwards, if necessary, to the next 1/8 of 1%).

                  "Base Rate Loan" means any Revolving Credit Advance or any
         portion of the Term Loans bearing interest at a fluctuating rate
         determined by reference to the Applicable Base Rate.

                  "Base Rate Margin" means a rate per annum equal to 1 1/2%.

                  "BCS Acquisition" has the meaning provided in the preamble
         hereto.

                  "BCS Acquisition Security Agreement" means the Amended and
         Restated Security Agreement, dated as of the date hereof between the
         Agent and BCS Acquisition, as amended, restated, supplemented or
         otherwise modified and in effect from time to time.

                  "BCS Group" means Booth Creek Ski Group, Inc., a Delaware
         corporation, together with itssuccessors and assigns.

                  "BCS Holdings" has the meaning provided in the preamble
         hereto.

                  "BCS Holdings Security Agreement" means the Amended and
         Restated Security Agreement dated as of the date hereof between the
         Agent and BCS Holdings, as amended, restated, supplemented or otherwise
         modified and in effect from time to time.

                  "Bear Mountain" has the meaning provided in the preamble
         hereto.

                  "Bear Mountain Mortgage" means the Amended and Restated Deed
         of Trust, Assignment of Rents, Security Agreement and Fixture Filing
         dated as of the date hereof, executed by Bear Mountain in favor of the
         Agent, as amended, restated, supplemented or otherwise modified and in
         effect from time to time.

                  "Bear Mountain Security Agreement" means the Amended and
         Restated Security Agreement dated as of the date hereof, between Bear
         Mountain and the Agent, as amended, restated, supplemented or otherwise
         modified and in effect from time to time.

                  "Booth Creek Management Company" means Booth Creek Management
         Corporation, a Delaware corporation, and its successors and assigns.

                  "Booth Creek LLLP" means Booth Creek Partners Limited II,
         L.L.L.P.,  a Colorado limited  liability limited  partnership,  and its
         successors and assigns.
                                       5
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                  "Booth Creek Ski Acquisition" means Booth Creek Ski
         Acquisition, Inc., a Pennsylvania corporation.

                  "Borrower(s)" has the meaning provided in the preamble hereto.

                  "Business Day" means any day other than a Saturday, Sunday or
         other day on which commercial banks in The Commonwealth of
         Massachusetts are authorized or required to close under the laws of The
         Commonwealth of Massachusetts, and if the applicable day relates to a
         LIBOR Rate Loan or an Interest Period for a LIBOR Rate Loan, a day on
         which dealings in dollar deposits are also carried on in the London
         interbank market and banks are open for business in London.

                  "California Resorts" means the Northstar-at-Tahoe,
         Sierra-at-Tahoe and Bear Mountain ski resorts, collectively.

                  "Capital Expenditures" means, for any period, amounts added or
         required to be added to the "property and equipment" or "real estate
         held for development and sale" accounts on the Consolidated balance
         sheet of the Loan Parties, prepared in accordance with GAAP, in respect
         of (a) the acquisition, construction, improvement or replacement of
         land, buildings, machinery, equipment, leaseholds and any other real or
         personal property, and (b) to the extent not included in clause (a)
         above, expenditures on account of materials, contract labor and direct
         labor relating thereto (excluding expenditures properly expensed as
         repairs and maintenance in accordance with GAAP); provided, however,
         that additions to the fixed asset accounts resulting from exchanges of
         an existing capital asset for another capital asset of equal or greater
         net book value shall not constitute a Capital Expenditure to the extent
         effected without the expenditure of cash or the incurrence of
         additional debt, if the net book value of such capital asset(s) for one
         or a series of related transactions being replaced is less than or
         equal to $1,500,000 or otherwise with the written consent of the Agent.
         Capital Expenditures shall not include any such amounts added to
         property and equipment or real estate held for development and sale
         resulting from Capitalized Leases, Financing Debt (other than the
         Lender Obligations) or insurance proceeds or which amounts are
         reimbursed or paid by any Person other than a Loan Party.

                  "Capitalized Lease" means any lease which is required to be
         capitalized on the balance sheet of the lessee in accordance with GAAP
         and Statement Nos. 13 and 98 of the Financial Accounting Standards
         Board.

                  "Capitalized Lease Obligations" means the amount of the
         liability reflecting the aggregate discounted amount of future payments
         under all Capitalized Leases calculated in accordance with GAAP and
         Statement Nos. 13 and 98 of the Financial Accounting Standards Board.
                                       6
<PAGE>

                  "Cash Equivalents" means:

                           (a) negotiable certificates of deposit, time
                  deposits, demand deposits and bankers' acceptances issued by,
                  or maintained with, as the case may be, any United States
                  financial institution having capital and surplus and undivided
                  profits aggregating at least $100,000,000 and rated Prime-1 by
                  Moody's or A-1 by Standard & Poor's or issued by any Lender;

                           (b)      short-term corporate obligations rated Prime
                  -1 by Moody's or A-1 by Standard & Poor's;

                           (c) any direct obligation of the United States of
                  America or any agency or instrumentality thereof, or of any
                  state or municipality thereof, (i) which has a remaining
                  maturity at the time of purchase of not more than one year or
                  (ii) which is subject to a repurchase agreement with any
                  Lender (or any other financial institution referred to in
                  clause (a) above) exercisable within one year from the time of
                  purchase and (iii) which, in the case of obligations of any
                  state or municipality, is rated AA or better by Moody's; and

                           (d) any mutual fund or other pooled investment
                  vehicle rated AA or better by Standard & Poor's which invests
                  primarily in obligations described above.

                  "Cash Management System" has the meaning provided in Section
         5.17.

                  "Cash Proceeds" means, with respect to any disposition of
         assets permitted hereunder, the aggregate cash payments (including any
         cash received by way of deferred payment when and as received) received
         by the Loan Parties or any of their Subsidiaries.

                  "CIBC Securities Subsidiary" means, collectively, CIBC WG
         Argosy Merchant Fund 2, L.L.C. and Co-Investment Merchant Fund, LLC and
         their respective successors and assigns.

                  "Closing Date" means the date on which all of the conditions
         set forth in Section 3.1 have been satisfied.

                  "Code" means, collectively, the federal Internal Revenue Code
         of 1986 (or any successor statute), and the rules and regulations
         thereunder, all as from time to time in effect.

                  "Commitment Percentage" means as to each Lender its percentage
         interest in the Term Loans and the Maximum Revolving Credit Amount as
         set forth on Schedule 1 hereto.

                                       7
<PAGE>

                  "Compliance Certificate" means a certificate in the form of
         Exhibit C hereto and executed by an Officer.

                  "Computation Covenants" means the covenants set forth in
         Sections 5.5 and 5.11.

                  "Consolidated" and "Consolidating," and "consolidated" and
         "consolidating" when used with reference to any term, mean that term
         (or the terms "combined" and "combining", as the case may be, in the
         case of partnerships, joint ventures and Affiliates that are not
         Subsidiaries) as applied to the accounts of the Loan Parties (or other
         specified Person) and all of its Subsidiaries (or other specified
         Persons), or such of its Subsidiaries as may be specified, consolidated
         (or combined) in accordance with GAAP and with appropriate deductions
         for minority interests in Subsidiaries, as required by GAAP.

                  "Consolidated Debt Service" means, for any period, with
         respect to the Loan Parties and their Subsidiaries, the sum of (a)
         Consolidated Interest Expense, determined in accordance with GAAP
         consistently applied, (b) cash payments of principal made with respect
         to Capitalized Lease Obligations, (c) the aggregate amount of scheduled
         mandatory reductions of the Maximum Term Loan Amount pursuant to
         Section 2.1(d) hereof during such period and actually paid or payable
         during such period, without giving effect to any other prepayments of
         the Term Loans and (d) amounts reflected as "Minority Interest" in the
         Loan Parties' Consolidated statements of operations resulting from the
         non-voting preferred stock of Ski Lifts for periods prior to February
         1, 2002.

                  "Consolidated EBITDA" means for any period the sum of (a)
         Consolidated Net Income plus (b) all amounts deducted in computing
         Consolidated Net Income in respect of (i) depreciation, depletion and
         amortization; (ii) Consolidated Interest Expense; (iii) taxes based
         upon or measured by income; (iv) non-cash cost of real estate sales;
         (v) amortization of deferred financing costs ; and (vi) amounts
         reflected as "Minority Interest" in the Loan Parties' Consolidated
         statements of operations resulting from the non-voting preferred stock
         of Ski Lifts for periods prior to February 1, 2002; provided, however,
         that Consolidated EBITDA shall not include (A) extraordinary or
         non-recurring gains or losses other than gains or losses from sales of
         real estate by TLC to TLH in accordance with the terms of the First
         Northstar Purchase Agreement; (B) $6,000,000 in cash income from real
         estate sales that was received by the Loan Parties in a fiscal year
         other than their fiscal year ending November 1, 2002, but recognized by
         the Loan Parties in their fiscal year ending November 1, 2002; (C) any
         portion of Consolidated Net Income that is attributable to any form of
         weather related insurance, including paid skier visit insurance and
         weather related derivatives and (D) any non-cash amounts reflected as
         "Other income (expense)" in the Loan Parties' Consolidated statements
         of operations.

                  "Consolidated Interest Expense" means for any period the sum
         of (a) the aggregate amount of interest which, in conformity with GAAP,
         would be set forth opposite the caption "Interest Expense" on the
         Consolidated statement of operations of the Loan Parties, which shall
         include imputed interest on Capitalized Lease Obligations, plus (b) all
         capitalized interest for such period minus (c) interest and dividend
         income earned on Cash Equivalents.

                                       8
<PAGE>

                  "Consolidated Net Income" means the net income (or loss) from
         operations of the Loan Parties and their Subsidiaries, after taxes,
         determined in accordance with GAAP consistently applied.

                  "Consolidated Net Worth" at any time shall mean the total
         amount of stockholders' equity of the Loan Parties at such time
         determined in accordance with GAAP, except that equity shall not be
         reduced by any non-cash impairment charges for long-lived assets or
         goodwill recorded in accordance with FAS 142 or FAS 144 or similar
         accounting pronouncements.

                  "Consolidated Resort EBITDA" means for any period the sum of
         (a) Consolidated Resort Net Income plus (b) all amounts deducted in
         computing Consolidated Resort Net Income in respect of (i) depreciation
         and amortization; (ii) Consolidated Interest Expense; (iii) taxes based
         upon or measured by income; (iv) amortization of deferred financing
         costs; and (v) amounts reflected as "Minority interest" in the Loan
         Parties' Consolidated statements of operations resulting from the
         non-voting preferred stock of Ski Lifts for periods prior to February
         1, 2002; provided, however, that Consolidated Resort EBITDA shall not
         include (A) extraordinary or non-recurring gains or losses, and (B) any
         portion of Consolidated Resort Net Income that is attributable to any
         form of weather related insurance, including paid skier visit insurance
         and weather related derivatives and (C) any non-cash amounts reflected
         as "Other income (expense)" in the Loan Parties' Consolidated
         statements of operations.

                  "Consolidated Resort Net Income" means the net income (or
         loss) of the Loan Parties and their Subsidiaries from resort operations
         (calculated consistent with past practice), after taxes, determined in
         accordance with GAAP consistently applied.

                  "Consolidated Senior Secured Indebtedness" means the sum of
         (a) the amount of all Lender Obligations plus (b) the amount of all
         other Financing Debt of the Loan Parties and their Subsidiaries secured
         by any Lien on any assets of any Loan Party or any Subsidiary other
         than the ASC Subordinated Note.

                  "Control Group Person" means any of the Loan Parties, any
         Subsidiary and any Person which is a member of the controlled group or
         under common control with any of the Loan Parties or any Subsidiary
         within the meaning of sections 414(b) or 414(c) of the Code or section
         4001(a)(14) of ERISA.

                                       9
<PAGE>

                  "Cranmore" has the meaning provided in the preamble hereto.

                  "Cranmore Mortgage" means the Amended and Restated Fee
         Mortgage and Security Agreement, dated as of the date hereof, executed
         by Cranmore in favor of the Agent, as amended, restated, supplemented
         or otherwise modified and in effect from time to time.

                  "Cranmore Security Agreement" means the Amended and Restated
         Security Agreement, dated as of the date hereof, between Cranmore and
         the Agent, as amended, restated, supplemented or otherwise modified and
         in effect from time to time.

                  "Credit Participants" has the meaning set forth in Section 9.3
         hereof.

                  "Credit Security" means all assets now or from time to time
         hereafter subjected to a security interest or charge (or intended or
         required so to be pursuant to the Security Agreements, the Mortgages or
         any other Lender Agreement) to secure the payment or performance of any
         of the Lender Obligations, including the assets described in the
         Security Agreements, the Mortgages (excluding any environmental
         indemnity agreements) and any three party agreement with the Forest
         Service.

                  "Default" means an Event of Default or an event or condition
         which with the passage of time or giving of notice, or both, would
         become such an Event of Default.

                  "Defaulting Lender" has the meaning set forth in Section 8.1
         hereof.

                  "Designated Cleanup Period" has the meaning provided in
         Section 2.2(c).

                  "Distribution" means, with respect to any Person:

                           (i)      the declaration or payment of any dividend,
                  including dividends payable in shares of Stock of such Person,
                  on or in respect of any shares of Stock of such Person;

                           (ii) the purchase or redemption of any shares of any
                  Stock of such Person (or of options, warrants or other rights
                  for the purchase of such shares), directly, indirectly through
                  a Subsidiary of such Person or otherwise;

                           (iii)    any other distribution on or in respect of
                  any shares of Stock in such Person;

                           (iv) any payment of principal or interest with
                  respect to, or any purchase or redemption of, any Indebtedness
                  of such Person which by its terms is subordinated to the
                  payment of the Lender Obligations; and

                           (v) any payment, loan or advance (including any
                  salary, management fee or other fee, benefit, bonus or any
                  other compensation in respect of services provided to such
                  Person or any lease payments) by such Person to, or any other
                  Investment by such Person in, the holder of any shares of
                  Stock in such Person other than (a) compensation to officers
                  and employees of such Person in the ordinary course of
                  business, (b) director's fees payable to independent outside
                  directors and (c) in connection with any transaction that
                  complies with Section 5.15 hereof.

                                       10
<PAGE>

                  "DRE" has the meaning provided in the preamble hereto.

                  "DRE Mortgage" means the Mortgage and Security Agreement,
         dated as of the date hereof, executed by DRE in favor of the agent, as
         amended, restated, supplemented or otherwise modified and in effect
         from time to time.

                  "DRE Security Agreement" means the Guarantee and Security
         Agreement, dated as of the date hereof, between DRE and the Agent, as
         amended, restated, supplemented or otherwise modified and in effect
         from time to time.

                  "East West" mean East West Partners, Inc., a Colorado
         corporation.

                  "Environmental Law" means any judgment, decree, order, law,
         license, rule or regulation pertaining to environmental matters, or any
         federal, state, county or local statute, regulation, ordinance, order
         or decree relating to public health, welfare, the environment, or to
         the storage, handling, use or generation of hazardous substances in or
         at the workplace, worker health or safety, whether now existing or
         hereafter enacted.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time.

                  "Event of Default" has the meaning set forth in Section 7.1
         hereof.

                  "EWRD V" means East West Resort Development V L.P., L.L.L.P.,
         a Delaware limited liability limited partnership.

                  "Excess Cash Proceeds" means Net Cash Proceeds from Permitted
         Real Estate Sales minus (a) the cumulative amount of Adjusted Incurred
         Real Estate Costs incurred through the last day of the fiscal quarter
         in which any such Permitted Real Estate Sale was consummated and (b)
         the aggregate amount of the Term Loans previously repaid by the Loan
         Parties from the Closing Date through the last day of such fiscal
         quarter. For purposes of clarification, "Excess Cash Proceeds" will be
         determined on a quarterly basis beginning with the fiscal quarter
         ending April 30, 2002.

                                       11
<PAGE>

                  "Excess Real Property" means unimproved parcels of real
         property owned by the Loan Parties which are not then used or
         contemplated to be used in connection with the ski or golf operations
         of the Loan Parties (excluding real property included within the
         definition of Permitted Real Estate Sales) which, for purposes hereof,
         shall be deemed to include the items listed on Schedule 2 hereto.

                  "Exchange Act" means the federal Securities Exchange Act of
         1934, as amended and in effect from time to time.

                  "Excluded Asset Sales" means (a) sales of single family lots
         in the Unit 7 development at the Northstar-at-Tahoe ski resort, (b) the
         sale, lease or other transfer of real estate by TLC to TLH as
         contemplated by the First Northstar Purchase Agreement, (c) sales of
         development real estate at the Loon Mountain ski resort with the
         Agent's consent, which consent shall not be unreasonably withheld, (d)
         sales of inventory or timber in the ordinary course of business, (e)
         sales of tangible assets to be replaced in the ordinary course of
         business by other assets of substantially equal or greater value, (f)
         sales or transfers of assets to any other Loan Party and (g) other
         sales, leases and transfers of real or personal property (other than
         Investments in Subsidiaries), or interests therein, in an amount not to
         exceed $2,000,000 in any fiscal year of the Loan Parties.

                  "Federal Funds Effective Rate" means for any day, a
         fluctuating interest rate per annum equal to the weighted average of
         the rates on overnight federal funds transactions with members of the
         Federal Reserve System arranged by federal funds brokers, as published
         for such day (or, if such day is not a Business Day, for the next
         preceding Business Day) by the Federal Reserve Bank of New York or, if
         such rate is not so published for any day that is a Business Day, the
         average of the quotations for such day on such transactions received by
         the Agent from three federal funds brokers of recognized standing
         selected by the Agent.

                  "Fee Letter" has the meaning set forth in Section 2.9(d)
         hereof.

                  "Financing Debt" means (without duplication):

                           (a)      Indebtedness for borrowed money;

                           (b)      Indebtedness evidenced by notes, bonds,
                  debentures or similar instruments;

                           (c)      Indebtedness in respect of Capitalized Lease
                  Obligations;

                           (d) Indebtedness for the deferred purchase price of
                  assets, including, without limitation, the ASC Subordinated
                  Note (other than normal trade accounts payable or other
                  accrued liabilities arising in the ordinary course of business
                  including, without limitation, trade accounts (payable over
                  not more than 24 months) for inventory, rental equipment,
                  uniforms, and, with the consent of the Agent which will not be
                  unreasonably withheld or delayed, other items); and

                           (e)      Indebtedness in respect of mandatory
                  redemption or mandatory dividends on capital stock (or other
                  equity interests).

                                       12
<PAGE>

                  "First Northstar Purchase Agreement" means that certain
         Agreement for Purchase and Sale of Real Property by and among TLH and
         TLC dated as of September 22, 2000.

                  "Fleet" means Fleet National Bank.

                  "Forest Service" has the meaning set forth in Section 6.23
         hereof.

                  "Forest Service Permits" has the meaning set forth in Section
         6.23 hereof.

                  "Generally Accepted Accounting Principles" or "GAAP" means
         accounting principles generally accepted in the United States as
         defined by the Financial Accounting Standards Board, as from time to
         time in effect.

                  "Guaranteed Obligations" has the meaning set forth in Section
         2.16 hereof.

                  "Guarantor" means (a) DRE and (b) each other Person which
         guarantees, pursuant to Section 2.16 or otherwise, all or any part of
         the Lender Obligations.

                  "Guaranty" or "Guarantee" means

                           (a)      any guarantee by a Person of the payment or
                  performance of, or any contingent obligation by a Person in
                  respect of, any Indebtedness or other obligation of any
                  obligor other than such Person;

                           (b) any other arrangement whereby credit is extended
                  to one obligor on the basis of any legally enforceable promise
                  or undertaking of another Person (including any "comfort
                  letter" or "keep well agreement" written by such other Person
                  to a creditor or prospective creditor) to (i) pay the
                  Indebtedness of such obligor, (ii) purchase an obligation owed
                  by such obligor, (iii) pay for the purchase or lease of assets
                  or services regardless of the actual delivery thereof or (iv)
                  maintain the capital, working capital, solvency or general
                  financial condition of such obligor, in each case whether or
                  not such arrangement is disclosed in the balance sheet of such
                  other Person or referred to in a footnote thereto;

                           (c)      any liability of a Person as a general
                  partner of a partnership in respect of Indebtedness or other
                  obligations of such partnership;

                           (d)      any liability of a Person as a joint
                  venturer of a joint venture in respect of Indebtedness or
                  other obligations of such joint venture; and

                           (e)      reimbursement obligations with respect to
                  letters of credit, surety bonds and other financial
                  guarantees;

         provided,   however,  that  the  term  "Guarantee"  shall  not  include
         endorsements  for  collection  or  deposit  in the  ordinary  course of
         business.

                                       13
<PAGE>

                  "Hazardous Material" means, collectively, any pollutant, toxic
         or hazardous material or waste, including any "hazardous substance" or
         "pollutant" or "contaminant" as defined in section 101(14) of the
         Comprehensive Environmental Response, Compensation and Liability Act
         (or any successor statute) or regulated as toxic or hazardous under the
         Resource Conservation and Recovery Act of 1976 or any similar state or
         local statute or regulation, and the rules and regulations thereunder,
         all as from time to time in effect.

                  "Indebtedness" means, as to any Person, all obligations,
         contingent and otherwise, which in accordance with GAAP consistently
         applied should be classified upon such Person's balance sheet as
         liabilities, but in any event including liabilities secured by any
         mortgage, pledge, security interest, lien, charge or other encumbrance
         existing on property owned or acquired by such Person whether or not
         the liability secured thereby shall have been assumed, letters of
         credit open for account, obligations under acceptance facilities,
         Capitalized Lease Obligations and all obligations on account of
         Guarantees, endorsements and any other contingent obligations in
         respect of the Indebtedness of others whether or not reflected on such
         balance sheet or in a footnote thereto.

                  "Initial Term Loans" has the meaning provided in Section
         2.1(a) hereof.

                  "Interest Period" means with respect to each LIBOR Rate Loan,
         the period commencing on the date of such LIBOR Rate Loan and ending
         one, two, three, six or, if available from all of the Lenders, twelve
         months thereafter, as the Borrowers may request as provided in Section
         2.5(a) hereof, provided that:

                            (a) any  Interest  Period  (other  than an  Interest
         Period  determined  pursuant to clause (c) below) that would  otherwise
         end on a day that is not a Business  Day shall be  extended to the next
         succeeding  Business  Day unless  such  Business  Day falls in the next
         calendar  month,  in which case such  Interest  Period shall end on the
         immediately preceding Business Day;

                                       14
<PAGE>

                            (b) any  Interest  Period  that  begins  on the last
         Business  Day of a  calendar  month (or on a day for which  there is no
         numerically  corresponding day in the calendar month at the end of such
         Interest  Period) shall,  subject to clause (c) below,  end on the last
         Business Day of a calendar month;

                            (c) any  Interest  Period that would  otherwise  end
         after the Revolving Credit  Termination Date shall end on the Revolving
         Credit Termination Date; and

                            (i)  notwithstanding  clause (c) above,  no Interest
         Period  shall  have a  duration  of less  than  one  month,  and if any
         Interest  Period  applicable  to any  LIBOR  Rate  Loan  would be for a
         shorter period, such Interest Period shall not be available hereunder.

                  "Interest Rate Protection Agreement" means any interest rate
         swap, cap or collar arrangement or any other derivative product
         customarily offered by banks or other financial institutions to their
         customers in order to reduce the exposure of such customers to interest
         rate fluctuations entered into by any Loan Party.

                  "Investment" means, with respect to any Person:

                            (a) any share of Stock,  evidence of Indebtedness or
                  other security issued by any other Person;

                            (b) any loan,  advance or extension of credit to, or
                  contribution to the capital of, any other Person;

                            (c) any Guarantee of the  Indebtedness  of any other
                  Person;

                            (d) any  acquisition  of all or any material part of
                  the business of or any resort  property of any other Person or
                  the assets comprising such business or part thereof;

                            (e) any  commitment  to make any  Investment  or any
                  option payments made relating to an Investment; and

                            (f) any other similar investment.

                  The investments described in the foregoing clauses (a) through
         (f) shall be included in the term "Investment" whether they are made or
         acquired by purchase, exchange, issuance of Stock or other securities,
         merger, reorganization or any other method; provided, however, that the
         term "Investment" shall not include (i) current trade and customer
         accounts receivable for goods furnished or services rendered in the
         ordinary course of business and payable in accordance with customary
         trade terms, (ii) advances and prepayments to suppliers for goods and
         services in the ordinary course of business, (iii) advances to
         employees for travel expenses, drawing accounts and similar
         expenditures, (iv) stock or other securities acquired in connection
         with the satisfaction or enforcement of Indebtedness or claims due to
         such Person or as security for any such Indebtedness or claim, (v)
         stock, instruments or other securities received in connection with the
         sale, lease or other transfer of assets permitted under Section 5.12
         (other than Permitted Real Estate Sales) or (vi) demand deposits in
         banks or trust companies.

                                       15
<PAGE>

                  "Issuing Bank" shall mean Fleet.

                  "John  Hancock"  means,  collectively,  the John  Hancock Life
         Insurance Company, a Massachusetts  corporation,  and Hancock Mezzanine
         Partners, L.P. and their respective successors and assigns.

                  "Legal Requirement" means any present or future requirement
         imposed upon any of the Lenders or the Loan Parties and their
         Subsidiaries by any law, statute, rule, regulation, directive, order,
         decree or guideline (or any interpretation thereof by courts or of
         administrative bodies) of the United States of America, or any
         jurisdiction in which any LIBOR Office is located or any state or
         political subdivision of any of the foregoing, or by any board,
         governmental or administrative agency, central bank or monetary
         authority of the United States of America, any jurisdiction in which
         any LIBOR Office is located, or any political subdivision of any of the
         foregoing. Any such law, statute, rule, regulation, directive, order,
         decree, guideline or interpretation imposed on any of the Lenders not
         having the force of law shall be deemed to be a Legal Requirement for
         purposes of Section 3 if such Lender reasonably believes that
         compliance therewith is customary commercial practice of similarly
         situated lending institutions generally.

                  "Lender Agreements" means this Agreement, the Revolving Credit
         Notes, the Term Notes, the Mortgages, the Security Agreements and any
         Interest Rate Protection Agreement with any Lender (or an Affiliate of
         any Lender) at the time such arrangement is entered into, each as from
         time to time amended or supplemented, and all statements, reports and
         certificates delivered by the Loan Parties to the Agent or the Lenders
         in connection therewith.

                  "Lender Obligations" means all present and future obligations
         and Indebtedness of any Loan Party or any Subsidiary owing to the Agent
         or the Lenders under this Agreement or any other Lender Agreement,
         including, without limitation, the obligations to pay the Indebtedness
         from time to time evidenced by the Revolving Credit Notes and the Term
         Notes, and obligations to pay interest, commitment fees, balance
         deficiency fees, charges, expenses and indemnification from time to
         time owed under any Lender Agreement.

                                       16
<PAGE>

                  "Lenders" means (a) initially, each Lender listed on the
         signature pages hereof, (b) any other Person who becomes a Successor
         Lender hereunder in accordance with the terms of Section 9.2 hereof,
         and (c) their respective successors.

                  "Letter of Credit Exposure" means, with respect to any Letter
         of Credit, the amount of the Maximum Exposure Under Letters of Credit
         attributable to such Letter of Credit.

                  "Letters of Credit" has the meaning provided in Section 2.6(a)
         hereof.

                  "LIBOR Office" means such non-United States office or
         international banking facility of any Lender as the Lender may from
         time to time select.

                  "LIBOR Pricing Option" means the option granted to the
         Borrowers pursuant to Section 2.5 hereof to have interest on all or a
         portion of the Loans computed on the basis of the Applicable LIBOR Rate
         for an applicable Interest Period.

                  "LIBOR Rate" means, as applicable to any LIBOR Rate Loan, the
         rate per annum as determined on the basis of the offered rates for
         deposits in U.S. dollars, for a period of time comparable to such LIBOR
         Rate Loan which appears on the Telerate page 3750 as of 11:00 a.m.
         London time on the day that is two (2) Business Days preceding the
         first day of such LIBOR Rate Loan; provided, however, if the rate
         described above does not appear on the Telerate System on any
         applicable interest determination date, the LIBOR Rate shall be the
         rate (rounded upward, if necessary, to the nearest one
         hundred-thousandth of a percentage point), determined on the basis of
         the offered rates for deposits in U.S. dollars for a period of time
         comparable to such LIBOR Rate Loan which are offered by four major
         banks in the London interbank market at approximately 11:00 a.m. London
         time, on the day that is two (2) Business Days preceding the first day
         of such LIBOR Rate Loan as selected by the Agent. The principal London
         office of each of the four major London banks will be requested to
         provide a quotation of its U.S. dollar deposit offered rate. If at
         least two such quotations are provided, the rate for that date will be
         the arithmetic mean of the quotations. If fewer than two quotations are
         provided as requested, the rate for that date will be determined on the
         basis of the rates quoted for loans in U.S. dollars to leading European
         banks for a period of time comparable to such LIBOR Rate Loan offered
         by major banks in New York City at approximately 11:00 a.m. New York
         City time, on the day that is two (2) Business Days preceding the first
         day of such LIBOR Rate Loan. In the event that the Agent is unable to
         obtain any such quotation as provided above, it will be deemed that the
         LIBOR Rate for a requested LIBOR Rate Loan cannot be determined. In the
         event that the Board of Governors of the Federal Reserve System shall
         impose a Reserve Percentage with respect to LIBOR deposits of any
         Lender, then for any period during which such Reserve Percentage shall
         apply, the LIBOR Rate shall be equal to the amount determined above
         divided by an amount equal to 1 minus the Reserve Percentage. "Reserve
         Percentage" shall mean the maximum aggregate reserve requirement
         (including all basic, supplemental, marginal and other reserves) which
         is imposed on member banks of the Federal Reserve System against
         "Euro-currency Liabilities" as defined in Regulation D. The LIBOR Rate
         shall be adjusted automatically as of the effective date of any change
         in the Reserve Percentage.

                                       17
<PAGE>

                  "LIBOR Rate Fixing Day" means, in the case of any LIBOR Rate
         Loan, the second Business Day preceding the Business Day on which an
         Interest Period begins.

                  "LIBOR Rate Loan" means any Loan hereunder upon which interest
         will accrue on the basis of a formula including as a component thereof
         the LIBOR Rate. The expiration date of any LIBOR Rate Loan shall be the
         last day of the Interest Period applicable to such LIBOR Rate Loan.

                  "LIBOR Rate Margin" means a rate per annum equal to 4%.

                  "Lien" means, with respect to any Person:

                           (a) any encumbrance, mortgage, pledge, lien, charge
                  or security interest of any kind upon any property or assets
                  of such Person, whether now owned or hereafter acquired, or
                  upon the income or profits therefrom;

                           (b) the acquisition of, or the agreement to acquire,
                  any property or assets upon conditional sale or subject to any
                  other title retention agreement, device or arrangement
                  (including a Capitalized Lease); and

                           (c) the sale, assignment, pledge or transfer for
                  security of any accounts, general intangibles or chattel paper
                  of such Person, with or without recourse.

                  "LMRC Holding" has the meaning provided in the preamble
         hereto.

                  "LMRC Holding Security Agreement" means the Amended and
         Restated Security Agreement dated as of the date hereof between LMRC
         Holding and the Agent, as amended, restated, supplemented and in effect
         from time to time.

                  "Loan" means all or a portion of any Term Loan and any
         Revolving Credit Advance outstanding hereunder or made to the Borrowers
         by the Lenders pursuant to Article 2 of this Agreement, and "Loans"
         means all of such loans, collectively.

                  "Loan Party" means any Borrower or any Guarantor.

                  "Loan Parties" means the Borrowers and the Guarantors.

                                       18
<PAGE>

                  "Loon" has the meaning provided in the preamble hereto.

                  "Loon Mortgage" means the Amended and Restated Mortgage,
         Security Agreement and Assignment of Leases and Rents, dated as of the
         date hereof, executed by Loon and Loon Realty in favor of the Agent, as
         amended, restated, supplemented or otherwise modified and in effect
         from time to time.

                  "Loon Realty" has the meaning provided in the preamble hereto.

                  "Loon Realty Security Agreement" means the Amended and
         Restated Security Agreement, dated as of the date hereof, between Loon
         Realty and the Agent, as amended, restated supplemented or otherwise
         modified and in effect from time to time.

                  "Loon Security Agreement" means the Amended and Restated
         Security Agreement, dated as of the date hereof, between Loon and the
         Agent, as amended, restated, supplemented or otherwise modified and in
         effect from time to time.

                  "Majority Lenders" means, at any time, the Lenders (excluding
         Defaulting Lenders) having made not less than 75% of the outstanding
         principal amount of the Loans (excluding Loans made by a Defaulting
         Lender) hereunder, or, if no Loans are outstanding, the Lenders
         (excluding Defaulting Lenders) having aggregate Commitment Percentages
         of not less than 75% (excluding Commitment Percentages of Defaulting
         Lenders); provided, however, if there are only two Lenders, the
         Majority Lenders shall mean Lenders having made one hundred percent
         (100%) of the outstanding principal amount of the Loans (excluding
         Loans made by Defaulting Lenders) and, if no Loans are outstanding,
         shall mean Lenders (excluding Defaulting Lenders) holding one hundred
         percent (100%) of the aggregate Commitment Percentages (excluding
         Commitment Percentages of Defaulting Lenders).

                  "Margin Stock" means "margin stock" within the meaning of
         Regulation U (or any successor provisions) of the Board of Governors of
         the Federal Reserve System, or any regulations, interpretations or
         rulings thereunder, all as from time to time in effect.

                  "Material Adverse Change" means any materially adverse change
         in the business, assets, financial condition or income of the Loan
         Parties and their Subsidiaries taken as a whole since November 2, 2001.

                  "Material Plan" means any Plan or Plans, collectively, as to
         which (a) the excess of (i) the aggregate Accumulated Benefit
         Obligations under such Plan or Plans over (ii) the aggregate fair
         market value of the assets of such Plan or Plans allocable to such
         benefits, all determined as of the then most recent valuation date or
         dates for such Plan or Plans, is greater than (b) $1,000,000.

                                       19
<PAGE>

                  "Maximum Credit Amount" means $50,000,000.

                  "Maximum Exposure Under Letters of Credit" means at any time
         the sum of (a) the aggregate face amount of all unpaid drafts which may
         then or thereafter be presented by beneficiaries under all Letters of
         Credit then outstanding, plus (b) the aggregate face amount of all
         drafts then outstanding which the Agent has theretofore accepted under
         Letters of Credit but has not paid.

                  "Maximum Revolving Credit Amount" means as of any date of
         determination, the lesser of (a) $25,000,000 or (b) the amount to which
         the Maximum Revolving Credit Amount may have been reduced pursuant to
         Section 2.12 hereof; provided that if the obligation of the Lenders to
         make further Revolving Credit Advances is terminated upon the
         occurrence of an Event of Default, the Maximum Revolving Credit Amount
         as of any date of determination thereafter shall be deemed to be $0.

                  "Maximum Term Loan Amount" shall initially be the amount of
         outstanding Term Loans at the close of business on the Term Loan
         Commitment Termination Date and as of any subsequent date of
         determination, the maximum principal amount of the Term Loans which may
         be outstanding pursuant to Section 2.1(d).

                  "Moody's" means Moody's Investor Service, Inc. and its
         successors.

                  "Mortgages" means, collectively, the TLC Mortgage, the
         Sierra-at-Tahoe Mortgage, the Bear Mountain Mortgage, the Waterville
         Mortgage, the Cranmore Mortgage, the DRE Mortgage, the Ski Lifts
         Mortgage, the Loon Mortgage and related assignments to the Agent of
         leases of real property owned by any of the Loan Parties.

                  "Multiemployer Plan" means any Plan which is a "multiemployer
         plan" as defined in section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds" means the Cash Proceeds with respect to
         any disposition of assets permitted hereunder less, to the extent not
         included in Adjusted Incurred Real Estate Costs, the sum of (a) any
         reasonable sales commissions payable to third parties and other direct
         sales and out-of-pocket administrative expenses in connection
         therewith, (b) fees and expenses of attorneys and other professionals
         in connection therewith, (c) any taxes payable in connection with such
         disposition, including any appropriate reserves taken in accordance
         with GAAP for taxes in connection therewith and (d) any appropriate
         liabilities accrued in accordance with GAAP for contractual obligations
         or formal commitments associated with (i) project development
         mitigation measures required by governmental or regulatory agencies,
         (ii) requirements of annexation and similar arrangements with
         homeowners' associations or similar bodies, (iii) warranties or
         post-sale remediation arrangements with purchasers of property in
         Permitted Real Estate Sales, and (iv) other similar obligations and
         commitments incurred in connection with Permitted Real Estate Sales.

                                       20
<PAGE>

                  "New Hampshire Resorts" means collectively, the Waterville
         Valley, Cranmore and Loon Mountain resorts.

                  "NMP" means Northstar Mountain Properties, LLC, a Delaware
         limited liability company.

                  "NMP Non-Residential Property Agreement" means that certain
         Non-Residential Property Agreement, dated as of September 23, 2000,
         entered into by and among TLH and NMP.

                  "NMP Operating Agreement" means the Operating Agreement of
         Northstar Mountain Properties, LLC dated as of September 23, 2000, by
         and between TLH and EWRD V, as amended by the First Amendment to
         Operating Agreement of NMP dated as of January 31, 2002, and as
         modified and amended from time to time in accordance with the terms
         thereof and hereof.

                  "NMP Property" means the Property as defined in the First
         Northstar Purchase Agreement.

                  "NMP Resort Right of First Offer Agreement" means a Right of
         First Offer Agreement which may be entered into between TLH and EWRD V
         pursuant to the NMP Operating Agreement.

                  "NMP Transaction Agreements" means the First Northstar
         Purchase Agreement, the Second NMP Purchase Agreement, the NMP
         Operating Agreement, the NMP Non-Residential Property Agreement, the
         "Net Lease" and the "Easement Agreement," as such terms are defined in
         the First Northstar Purchase Agreement, and that certain Employee
         Housing Agreement, dated as of September 22, 2000, between TLC and NMP.

                  "Northstar Club" means Northstar Club, L.L.C., a California
         limited liability company, together with its successors and assigns.

                   "Notes" means the Revolving Credit Notes and the Term Notes.

                  "Notice of Additional Term Loan Borrowing" has the meaning set
         forth in Section 2.3(a).

                  "Notice of Revolving Credit Borrowing" has the meaning set
         forth in Section 2.3(a).

                  "Officer" means the chief executive officer, president, chief
         financial officer or a vice president whose primary responsibility is
         for the financial affairs of, any of the Borrowers.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         successor entity.

                                       21
<PAGE>

                  "Permitted  BCS Group  Owners" means Booth Creek LLLP (so long
         as George N.  Gillett,  Jr. or Rose  Gillett  is the  managing  general
         partner  thereof),  John  Hancock  and its  Affiliates  (other than its
         portfolio companies), the CIBC Securities Subsidiary, Jeffrey J. Joyce,
         George N. Gillett,  Jr., Rose Gillett, any trust solely for the benefit
         of  George  N.  Gillett,  Jr.  and Rose  Gillett  or  their  respective
         immediate  family  members,   or  any  partnership  all  the  ownership
         interests  in which  are  beneficially  owned by any of the  foregoing;
         provided that with respect to any trust or partnership either George N.
         Gillett,  Jr. or Rose  Gillett  shall at all times  have the  exclusive
         power  under  such  trust  or  partnership   to  direct,   directly  or
         indirectly,  the voting of the share of voting  stock of BCS Group held
         by such trust or partnership.

                  "Permitted Real Estate Sales" means sales for cash or, with
         respect to up to three parcels, without cash consideration pursuant to
         the terms of written employment agreements, of single family lots in
         the developments of Porcupine Ridge at the Northstar-at-Tahoe resort,
         Unit 7A at the Northstar-at-Tahoe resort and Unit 7B at the
         Northstar-at-Tahoe resort.

                  "Person" means any present or future natural person or any
         corporation, association, partnership, limited liability company, joint
         venture, company, trust, business trust, organization, business,
         individual or government or any governmental agency or political
         subdivision thereof.

                  "Plan" means any pension or other employee benefit plan
         subject to Title IV of ERISA and/or Section 412 of the Code maintained,
         or to which contributions have been made by any of the Loan Parties,
         any of their Subsidiaries or any Control Group Person at any time after
         December 3, 1996.

                  "Pricing  Notice" means a notice  substantially in the form of
         Exhibit D hereto.

                  "Prime Rate" means the variable per annum rate of interest so
         designated from time to time by the Agent as its prime rate. The Prime
         Rate is a reference rate and does not necessarily represent the lowest
         or best rate being charged to any customer.

                                       22
<PAGE>

                  "Properties" means all real properties and interests therein
         owned by the Loan Parties or any of their Subsidiaries which are
         subject to mortgage liens in favor of the Agent under the Mortgages.

                  "Reportable Event" means an event reportable to the Pension
         Benefit Guaranty Corporation under Section 4043 of Title IV of ERISA.

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

                  "Revolving Credit Advance" means any loan or advance from any
         Lender to the Borrowers pursuant to Section 2.2 of this Agreement.

                  "Revolving Credit Notes" means the Amended and Restated
         Revolving Credit Notes substantially in the form of Exhibit A-2 hereto
         executed by the Borrowers in favor of each Lender to evidence the
         Revolving Credit Advances to be made by the Lenders from time to time
         hereunder.

                  "Revolving Credit Termination Date" means October 31, 2005.

                  "S.A.S." means Statement of Auditing Standards, as promulgated
         by the Auditing  Standards Board of the American Institute of Certified
         Public Accountants, as from time to time in effect.

                  "Second NMP Purchase Agreement" means the Agreement for
         Purchase and Sale of Real Property dated as of September 22, 2000 by
         and between TLH and East West, which subsequently assigned its interest
         therein to NMP.

                  "Security Agreements" means, collectively, the TLC 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 DRE 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.

                  "Securities Purchase Agreement" means the Amended and Restated
         Securities Purchase Agreement dated May 28, 2000 among the CIBC
         Securities Subsidiary, John Hancock, Booth Creek LLLP and BCS Group, as
         further amended and in effect from time to time.

                  "Senior Credit Facility" means the "Senior Credit Facility" as
         such term is defined in the Senior Indenture.

                                       23
<PAGE>

                  "Senior Indenture" means the Indenture dated as of March 18,
         1997, among BCS Holdings, the Guarantors named therein, Marine Midland
         Bank as Trustee, as amended and supplemented by Supplemental Indenture
         No. 1 dated as of April 25, 1997, Supplemental Indenture No. 2 dated as
         of February 20, 1998, Supplemental Indenture No. 3 dated as of February
         26, 1998 and Supplemental Indenture No. 4 dated as of October 8, 1998.

                  "Senior  Unsecured  Notes" means the notes issued  pursuant to
         the Senior Indenture.

                  "Sierra-at-Tahoe"  has the meaning  provided  in the  preamble
         hereto.

                  "Sierra-at-Tahoe Mortgage" means the Amended and Restated Deed
         of Trust, Assignments of Rents, Security Agreement and Fixture Filing
         dated as of the date hereof, executed by Sierra-at-Tahoe in favor of
         the Agent, as amended, restated, supplemented or otherwise modified and
         in effect from time to time.

                  "Sierra-at-Tahoe Security Agreement" means the Amended and
         Restated Security Agreement dated as of the date hereof, between
         Sierra-at-Tahoe and the Agent, as amended, restated, supplemented or
         otherwise modified and in effect from time to time.

                  "Ski Lifts" has the meaning provided in the preamble hereto.

                  "Ski Lifts Mortgage" means the Amended and Restated Deed of
         Trust, Assignment of Rents, Security Agreement and Fixture Filing dated
         as of the date hereof, executed by Ski Lifts in favor of the Agent, as
         amended, restated, supplemented or otherwise modified and in effect
         from time to time.

                  "Ski Lifts Security Agreement" means the Security Agreement
         dated as of the date hereof, between Ski Lifts and the Agent, as
         amended, restated, supplemented or otherwise modified and in effect
         from time to time.

                  "Solvent" means, with respect to any Person on a particular
         date, that on such date (a) the fair value of the property of such
         Person is greater than the total amount of liabilities, including
         contingent liabilities, of such Person; (b) the present fair salable
         value of the assets of such Person, as part of a going concern, is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured; (c) such Person does not intend to, and does not believe that
         it will, incur debts or liabilities beyond such Person's ability to pay
         as such debts and liabilities mature; and (d) such Person is not
         engaged in a business or transaction, and is not about to engage in a
         business or transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities (such as litigation, guarantees and pension plan
         liabilities) at any time shall be computed as the amount which, in
         light of all the facts and circumstances existing at the time,
         represents the amount which can reasonably be expected to become an
         actual or matured liability.

                                       24
<PAGE>

                  "Standard & Poor's" means Standard & Poor's Rating Group and
         any successors to its corporate ratings business.

                  "Stock" means all shares, options, warrants, general or
         limited partnership interests, limited liability company membership
         interests or other equivalents (regardless of how designated) of or in
         a corporation, partnership, limited liability company or equivalent
         entity whether voting or nonvoting, including common stock, preferred
         stock or any other "equity security" (as such term is defined in Rule
         3-1 of the General Rules and Regulations promulgated by the Securities
         and Exchange Commission under the Securities Exchange Act of 1934, as
         amended).

                  "Subordinated Indebtedness" means Indebtedness of the Loan
         Parties which is subordinated to the Lender Obligations on terms
         reasonably acceptable to and approved in writing by the Agent.

                  "Subsidiary" means any Person of which any Loan Party or other
         specified parent shall now or hereafter at the time own, directly or
         indirectly through one or more Subsidiaries or otherwise, sufficient
         voting stock (or other beneficial interest) to entitle it to elect at
         least a majority of the board of directors or trustees or similar
         managing body.

                  "Successor  Lender"  has the  meaning  provided in Section 9.2
         hereto.

                  "Sustaining Capital Expenditures" means the Capital
         Expenditures expected to be incurred by the Loan Parties in connection
         with customary maintenance of the Resorts, which the parties hereby
         agree shall be $5,000,000 during each four-quarter period.

                  "Term Loan Commitment Amount" means as of any date of
         determination, $25,000,000 less the aggregate principal amount of the
         Initial Term Loans, less the aggregate original principal amount of any
         outstanding Additional Term Loans made to the Borrowers and less the
         amount of any voluntary reduction of the Term Loan Commitment Amount
         pursuant to Section 2.12; provided that if the obligation of the
         Lenders to make further Additional Term Loans is terminated upon the
         occurrence of an Event of Default and at any time after the Term Loan
         Commitment Termination Date, the Term Loan Commitment Amount as of any
         date of determination thereafter shall be deemed to be $0.

                  "Term  Loan  Commitment  Fee"  has the  meaning  set  forth in
         Section 2.9.

                                       25
<PAGE>

                  "Term Loan  Commitment  Termination  Date" has the meaning set
         forth in Section 2.1.

                  "Term Loan Maturity Date" means October 31, 2005.

                  "Term  Loan  Reduction  Dates"  has the  meaning  set forth in
         Section 2.1.

                  "Term Loans" means the Initial Term Loans and the Additional
         Term Loans made by the Lenders to the Borrowers under Section 2.1
         hereof.

                  "Term Notes" means the Term Notes substantially in the form of
         Exhibit A-1 hereto executed by the Borrowers in favor of each Lender to
         evidence the Term Loan made by the Lenders hereunder.

                  "TLC" has the meaning provided in the preamble hereto.

                  "TLC Mortgage" means the Amended and Restated Deed of Trust,
         Assignments of Rents, Security Agreement and Fixture Filing dated as of
         the date hereof, executed by TLC in favor of the Agent, as amended,
         restated, supplemented or otherwise modified and in effect from time to
         time.

                  "TLC Security Agreement" means the Amended and Restated
         Security Agreement dated as of the date hereof, between TLC and the
         Agent, as amended, restated, supplemented or otherwise modified and in
         effect from time to time.

                  "TLH"  means   Trimont   Land   Holdings,   Inc.,  a  Delaware
         corporation.

                  "2001 Financial Statements" means the Consolidated Balance
         Sheet of the Loan Parties and their Subsidiaries as of November 2, 2001
         and the related Consolidated Statements of Operations, Shareholder's
         Equity and Cash Flows for the year then ended and the notes to such
         financial statements.

                  "UCC"  means  the  Massachusetts   Uniform   Commercial  Code,
         Massachusetts General Laws c. 106, as amended from time to time.

                  "UCP" shall mean the most recent Uniform Customs and Practices
         adopted by a Congress of the International Chamber of Commerce, and any
         subsequent revisions thereof approved by such a congress and adhered to
         by the Issuing Bank.

                  "Washington Resorts" means the Summit resort.

                  "Waterville" has the meaning provided in the preamble hereto.

                                       26
<PAGE>

                  "Waterville Mortgage" means the Amended and Restated Fee
         Mortgage and Security Agreement originally dated as of the date hereof
         between Waterville and the Agent, as amended, restated, supplemented or
         otherwise modified and in effect from time to time.

                  "Waterville Security Agreement" means the Amended and Restated
         Guarantee and Security Agreement, dated as of the date hereof between
         Waterville and the Agent, as amended, restated, supplemented or
         otherwise modified and in effect from time to time.

         Section  1.3.  Accounting  Terms.  All  accounting  terms  used and not
defined  in  this  Agreement   shall  be  construed  in  accordance   with  GAAP
consistently  applied, and all financial data required to be delivered hereunder
shall be prepared in accordance with such principles.

                             ARTICLE 2. THE CREDITS

         Section 2.1. The Term Loans.

         (a) Subject to the terms and  conditions of this  Agreement,  including
satisfaction  of the  conditions set forth in Section 3.1, on the first Business
Day  following the  Restatement  Date,  each Lender,  severally and not jointly,
shall make an initial Term Loan (collectively,  the "Initial Term Loans") to the
Borrowers in an amount equal to such Lender's respective  Commitment  Percentage
of $14,000,000.

         (b) At any time on or before August 15, 2002 (the "Term Loan Commitment
Termination  Date"),  upon not less than five (5) Business  Days written  notice
from the  Borrowers to the Agent,  subject to the terms and  conditions  of this
Agreement and so long as there exists no Default, each Lender, severally and not
jointly,  shall make additional  Term Loans (each an "Additional  Term Loan" and
collectively, the "Additional Term Loans") to the Borrowers as the Borrowers may
from time to time  request,  by notice to the Agent in  accordance  with Section
2.3, in an  aggregate  amount (i) as to each  Lender,  not to exceed at any time
such Lender's Commitment Percentage of the Term Loan Commitment Amount, and (ii)
as to all Lenders, not to exceed the Term Loan Commitment Amount; provided, that
the aggregate number of outstanding Additional Term Loans shall not exceed seven
(7).

         (c) On the Closing  Date,  the  Borrowers  shall execute and deliver to
each  Lender a Term Note to  evidence  the Term  Loans from time to time made by
such Lender to the Borrowers hereunder.

         (d) The Term  Loans  shall  mature  on the  Term  Loan  Maturity  Date.
Commencing  January 31, 2003,  the Maximum  Term Loan Amount  shall  permanently
reduce by an amount equal to $1,000,000 on the last day of each January,  April,
July and October (each a "Term Loan Reduction Date"). The Borrowers, jointly and
severally,  shall  make  repayments,  if  necessary,  of the Term  Loans in such
amounts and at such times so that the outstanding  principal  amount of the Term
Loans on each Term Loan Reduction  Date shall not exceed the applicable  Maximum
Term Loan Amount.

                                       27
<PAGE>

         (e) The  final  principal  installment  shall be due on the  Term  Loan
Maturity Date,  together with all outstanding  principal,  accrued  interest and
other fees and charges hereunder.  No amounts of the Term Loans which are repaid
may be reborrowed.

         Section 2.2. The Revolving Credit.

         (a) Subject to the terms and  conditions of this  Agreement and so long
as  there  exists  no  Default,  at  any  time  prior  to the  Revolving  Credit
Termination  Date,  each  Lender,  severally  and not  jointly,  shall make such
Revolving  Credit  Advances to the  Borrowers as the  Borrowers may from time to
time  request,  by notice to the Agent in  accordance  with  Section  2.3, in an
aggregate amount (i) as to each Lender,  not to exceed at any time such Lender's
Commitment  Percentage of (A) the Maximum  Revolving Credit Amount minus (B) the
Maximum  Exposure  Under Letters of Credit,  and (ii) as to all Lenders,  not to
exceed the Maximum  Revolving  Credit  Amount minus the Maximum  Exposure  Under
Letters of Credit.  The  outstanding  principal  amount of the Revolving  Credit
Advances,  together with all accrued interest and other fees and charges related
thereto,  shall be repaid in full on the Revolving Credit  Termination  Date. On
the  Closing  Date the  Borrowers  shall  execute  and  deliver to each Lender a
Revolving  Credit Note to evidence the  Revolving  Credit  Advances from time to
time made by such Lender to the Borrowers hereunder.

         (b) Subject to the foregoing  limitations and the provisions of Section
4.2,  the  Borrowers  shall  have the  right to make  prepayments  reducing  the
outstanding  balance  of  Revolving  Credit  Advances  and  to  request  further
Revolving  Credit  Advances,  all in accordance with Section 2.3,  without other
restrictions hereunder;  provided that the Lenders shall have the absolute right
to refuse to make any Revolving  Credit Advances for so long as there exists any
Default or a Default  would  result from the making of such a  Revolving  Credit
Advance.

         (c) For a  period  of  thirty  (30)  consecutive  days  in  each  year,
commencing  between  January 15 and  February 28 of such year (such period being
the  "Designated  Cleanup  Period" for such year),  there shall be no  Revolving
Credit Advances outstanding.

         Section  2.3.  Making of  Additional  Term Loans and  Revolving  Credit
Advances.

         (a) Each  Additional  Term Loan and Revolving  Credit  Advance shall be
made on notice given by BCS Holdings,  as agent for the Borrowers,  to the Agent
not later than five (5)  Business  Days  prior to the  proposed  Borrowing  with
respect  to  an  Additional  Term  Loan  (a  "Notice  of  Additional  Term  Loan
Borrowing")  or not  later  than  12:00  noon  (Boston  time) on the date of the
proposed  Borrowing  with  respect  to  Revolving  Credit  Advance (a "Notice of
Revolving Credit Borrowing");  provided,  however, that if the Borrowers elect a
LIBOR Rate  Pricing  Option  with  respect to any  Revolving  Credit  Advance in
accordance with Section 2.5 hereof,  such Notice of Revolving  Credit  Borrowing
shall be given by BCS Holdings,  as agent for the  Borrowers,  contemporaneously
with a Pricing  Notice in the manner and  within the time  specified  in Section
2.5. The Agent shall give the Lenders  notice of each Notice of Additional  Term
Loan Borrowing or Notice of Revolving  Credit  Borrowing in accordance  with the
Agent's customary  practice.  Each such Notice of Additional Term Loan Borrowing
or Notice of Revolving  Credit  Borrowing shall be by telephone or telecopy,  in
each case confirmed immediately in writing by the Borrowers in substantially the
form of Exhibit B-1 and Exhibit B-2 hereto,  as applicable,  specifying  therein
(i) the requested date of such Additional Term Loan or Revolving Credit Advance,
and (ii) the amount of such  Additional  Term Loan (which shall not be less than
$1,000,000 and in an integral  multiple of $100,000) or Revolving Credit Advance
(which shall not be less than $100,000 and in an integral  multiple of $50,000).
The Loan  Parties  agree to  indemnify  and hold the  Lenders  harmless  for any
action,  including the making of any Additional  Term Loans or Revolving  Credit
Advances hereunder,  or loss or expense,  taken or incurred by the Agent and the
Lenders in good faith  reliance upon such  telephone  request.  The Loan Parties
hereby agree that each request for an Additional  Term Loan or Revolving  Credit
Advance,  whether by telephone or in writing or  otherwise,  shall  constitute a
confirmation  that the conditions  set forth in Sections 3.2 and 3.3 hereof,  as
applicable, have been satisfied as of the date of such request.

                                       28
<PAGE>

         (b) Subject to the terms and conditions of this Agreement,  each Lender
shall  make  available  on or  before  2:00  p.m.  on the date of each  proposed
Additional Term Loan or Revolving  Credit  Advance,  to the Agent at the Agent's
address and in immediately  available funds, such Lender's Commitment Percentage
of such  Additional  Term Loan or Revolving  Credit  Advance.  After the Agent's
receipt of such funds and upon  fulfillment  of the  applicable  conditions  set
forth in  Article  3, the Agent will  credit  such  funds to the  account of BCS
Holdings,  as agent for the  Borrowers,  on the date of the proposed  Additional
Term Loan or Revolving Credit Advance.

         (c) Unless the Agent shall have received  notice from a Lender prior to
the date of any  Additional  Term Loan or  Revolving  Credit  Advance  that such
Lender will not make available to the Agent such Lender's Commitment  Percentage
of such Additional Term Loan or Revolving  Credit Advance,  the Agent may assume
that such Lender has made such amount available to the Agent on the date of such
Additional  Term Loan or  Revolving  Credit  Advance in  accordance  with and as
provided  in  this  Section  2.3  and the  Agent  may,  in  reliance  upon  such
assumption, make available on such date a corresponding amount to the Borrowers.
If and to the  extent  such  Lender  shall  not  have  so  made  its  Commitment
Percentage of such Additional Term Loan or Revolving Credit Advance available to
the Agent and the Agent shall have made available such  corresponding  amount to
the Borrowers,  such Lender agrees to pay to the Agent forthwith on demand,  and
the Borrowers  agree to repay to the Agent within two Business Days after demand
(but only after  demand for  payment has first been made to such Lender and such
Lender has failed to make such payment),  an amount equal to such  corresponding
amount together with interest thereon for each day from the date the Agent shall
make such amount  available to the Borrowers  until the date such amount is paid
or  repaid  to the  Agent,  at an  interest  rate  equal  to the  interest  rate
applicable  at the  time to  such  Additional  Term  Loan  or  Revolving  Credit
Advances.  If such Lender shall pay to the Agent such corresponding amount, such
amount so paid shall constitute such Lender's  Additional Term Loan or Revolving
Credit Advance for purposes of this Agreement. If the Borrowers make a repayment
required by the foregoing  provisions of this Section  2.3(c) and thereafter the
applicable  Lender or Lenders  make the  payments to the Agent  required by this
Section  2.3(c),  the Agent shall  promptly  refund the amount of the Borrowers'
payment.

                                       29
<PAGE>

         (d) The  failure  of any  Lender  to make the  Additional  Term Loan or
Revolving  Credit  Advance  to be made by it on any date shall not  relieve  any
other Lender of its  obligation,  if any,  hereunder to make its Additional Term
Loan  or  Revolving  Credit  Advance  on  such  date,  but no  Lender  shall  be
responsible  for the failure of any other  Lender to make the  Revolving  Credit
Advance to be made by such other Lender.

         Section 2.4. Interest on Term Loans and Revolving Credit Advances.

         (a)  Subject  to the terms of Section  2.5  relating  to LIBOR  Pricing
Options, the Borrowers shall pay interest on the unpaid principal balance of the
Term  Loans  from  time to time  outstanding  at a rate per  annum  equal to the
Applicable Base Rate.  Interest on the Term Loans shall be payable  quarterly in
arrears on the last day of each  January,  April,  July and October,  commencing
April 30, 2002 and continuing until the Term Notes shall have been paid in full.

         (b)  Subject  to the terms of Section  2.5  relating  to LIBOR  Pricing
Options, the Borrowers shall pay interest on the unpaid balance of the Revolving
Credit  Advances from time to time  outstanding at a per annum rate equal to the
Applicable Base Rate. Interest on the Revolving Credit Advances shall be payable
quarterly in arrears on the last day of each January,  April,  July and October,
commencing  April 30, 2002 and continuing  until all of the  Indebtedness of the
Borrowers to the Lenders under the  Revolving  Credit Notes shall have been paid
in full.

         Section 2.5. Election of LIBOR Pricing Options.

         (a) Subject to all the terms and conditions hereof and so long as there
exists no Default, BCS Holdings, as agent for the Borrowers may, by delivering a
Pricing Notice to the Agent received at or before 10:00 a.m.  Boston time on the
date  three  Business  Days prior to the  commencement  of the  Interest  Period
selected  in  such  Pricing  Notice,  elect  to  have  all or a  portion  of the
outstanding  Term Loans or  Revolving  Credit  Advances,  as the  Borrowers  may
specify  in such  Pricing  Notice,  accrue and bear  daily  interest  during the
Interest  Period so selected at a per annum rate equal to the  Applicable  LIBOR
Rate for such Interest Period;  provided,  however,  that any such election made
with  respect to such Term Loans or  Revolving  Credit  Advances  shall be in an
amount not less than  $1,000,000  and in  increments  of $500,000;  and provided
further  that no such  election  will be made if it would  result in there being
more than eight (8) LIBOR Pricing  Options in the aggregate  outstanding  at any
one time.  Interest on Loans bearing interest at the Applicable LIBOR Rate shall
be paid for the applicable Interest Period on the last day thereof and when such
Loan is due (whether at maturity,  by reason of acceleration  or otherwise).  In
the case of any Interest  Period longer than 90 days,  the  Borrowers  will also
jointly and severally pay the accrued and unpaid  interest on the portion of the
Loan  subject  to the  LIBOR  Pricing  Option  having  such  Interest  Period at
quarterly intervals,  the first such payment to be made on the last Business Day
of the three-month period which begins on the first day of such Interest Period.

                                       30
<PAGE>

         (b) Each Pricing  Notice shall  specify:  (i) the  selection of a LIBOR
Pricing Option;  (ii) the effective date and amount of Revolving Credit Advances
or Term Loans or portion thereof  subject to such LIBOR Pricing Option,  subject
to the  limitations  set forth herein;  and (iii) the duration of the applicable
Interest Period. Each Pricing Notice shall be irrevocable.

         (c) The Agent will promptly  inform each Lender of a Pricing Notice and
the Interest Period specified by the Borrowers  therein.  Upon  determination by
the Agent of the Applicable  LIBOR Rate for any Interest  Period selected by the
Borrowers,  the Agent will promptly inform the Borrowers and each Lender of such
Applicable  LIBOR  Rate so  determined  or, if  applicable,  the  reason why the
Borrowers' election will not become effective.

         Section 2.6. Letters of Credit.

         (a) Subject to the terms and conditions hereof,  including satisfaction
of the  conditions  set forth in Sections  3.1 and 3.3 hereof,  and  provided no
Default has occurred and is continuing, the Issuing Bank shall at any time prior
to the  Revolving  Credit  Termination  Date,  upon the request of the Borrowers
pursuant to paragraph (b) below,  issue letters of credit  ("Letters of Credit")
for the account of the Borrowers, provided that the aggregate face amount of all
outstanding Letters of Credit shall not at any time exceed $3,000,000. As of the
date hereof,  the Issuing  Bank has issued  letters of credit for the account of
the Borrowers described on Schedule 5.7(b), which from and after the date hereof
shall be deemed to be Letters of Credit  issued  hereunder,  and the face amount
thereof from time to time shall count against the limit set forth above.

         (b) BCS  Holdings  on  behalf of the  Borrowers  may  request  that the
Issuing  Bank issue a Letter of Credit by written  notice (the "Letter of Credit
Notice")  given by BCS  Holdings  to the  Issuing  Bank not less than  three (3)
Business  Days prior to the proposed  date of issuance of such Letter of Credit.
The Letter of Credit Notice shall (i) specify the proposed date of issuance, the
beneficiary,  amount  and the  purpose  of such  Letter  of  Credit  and (ii) be
accompanied by a completed letter of credit application furnished by the Issuing
Bank.

                                       31
<PAGE>

         (c) The Borrowers  hereby agree,  jointly and severally,  to pay to the
Issuing  Bank on the date on which the Issuing Bank shall be required to pay any
draft  presented  under  any  Letter  of  Credit,   a  sum  (each  such  sum,  a
"Reimbursement  Obligation")  equal to: (i) the amount so paid under such Letter
of Credit, plus (ii) interest on any amount remaining unpaid by the Borrowers to
the  Issuing  Bank under  clause (i) from and  including  the date on which such
amount becomes payable pursuant to clause (i) until payment in full,  payable on
demand,  at a per annum rate of  interest  equal to the rate  applicable  to the
Revolving Credit Advances which are Base Rate Loans under Section 2.4 hereof. If
the Borrowers shall fail to pay to the Issuing Bank the Reimbursement Obligation
on the  date on which  the  Issuing  Bank  shall be  required  to pay any  draft
presented  under any such Letter of Credit,  the Agent shall,  to the extent the
Borrowers have availability to request a Revolving Credit Advance, consider such
failure  to be a request  for a  Revolving  Credit  Advance in the amount of the
unpaid  Reimbursement  Obligation  (which request shall be deemed a confirmation
that the conditions set forth in Section 3.3 have been satisfied), and the Agent
shall apply the  proceeds of such  Revolving  Credit  Advance to  reimburse  the
Issuing Bank for the Reimbursement Obligation.

         (d) The Borrowers shall,  jointly and severally,  quarterly in advance,
on the  date  of  issuance  of each  Letter  of  Credit  and on  each  90th  day
thereafter,  pay (i) a fee (in each  case,  a  "Letter  of  Credit  Fee") to the
Issuing  Bank for the account of the Lenders in respect of each Letter of Credit
issued at the request of the Borrowers equal to 4% per annum,  multiplied by the
face amount of each Letter of Credit and (ii) a fronting fee to the Issuing Bank
for its account  equal to 1/4% per annum  multiplied  by the face amount of each
Letter of Credit.  The Issuing  Bank  shall,  in turn,  remit to each  Revolving
Credit  Lender its pro rata  portion of such Letter of Credit Fee. In  addition,
the Borrowers shall, jointly and severally, pay to the Issuing Bank, for its own
account,  on the date of issuance,  or any extension or renewal of any Letter of
Credit and at such other time or times as such charges are  customarily  made by
the Issuing Bank, the Issuing Bank's standard issuance, processing, negotiation,
amendment and administrative fees,  determined in accordance with customary fees
and charges for similar facilities.

         (e)  Each  payment  by the  Borrowers  hereunder  shall  be made to the
Issuing Bank at the Issuing Bank's head office in Boston, Massachusetts (or such
other office as the Issuing Bank shall designate in writing to the Borrowers) in
immediately available funds. Interest on any and all amounts remaining unpaid by
the  Borrowers  under this  Section  2.6 at any time from the date such  amounts
become due and payable  (whether as stated in this Section 2.6, by  acceleration
or otherwise)  until payment in full (whether before or after judgment) shall be
payable to the Issuing  Bank on demand at the rate  specified in Section 2.7 for
the overdue principal on Revolving Credit Advances which are Base Rate Loans.

         (f) The  obligations  of the  Borrowers  with respect to the Letters of
Credit shall be joint and several,  unconditional and irrevocable,  and shall be
paid  strictly  in  accordance  with  the  terms  of this  Agreement  under  all
circumstances, including, without limitation, the following circumstances:

                                       32
<PAGE>

                            (i) any lack of validity or  enforceability  of such
                  Letters of Credit;

                            (ii) any amendment or waiver of or any consent to or
                  actual departure from this Agreement;

                            (iii) the existence of any claim,  set-off,  defense
                  or  other  right  which  the  Borrowers  may  have at any time
                  against any  beneficiary  or any transferee of any such Letter
                  of  Credit  (or any  Persons  or  entities  for which any such
                  beneficiary or any such transferee may be acting), the Issuing
                  Bank or any other Person or entity, whether in connection with
                  this Agreement, the transactions contemplated herein or in any
                  other agreements or any unrelated transaction;

                            (iv) any statement or any other  document  presented
                  under  any  such  Letter  of  Credit  proving  to  be  forged,
                  fraudulent,  invalid  or  insufficient  in any  respect or any
                  statement therein being untrue or inaccurate in any respect;

                            (v)  payment by the  Issuing  Bank under a Letter of
                  Credit against  presentation by the  beneficiary  thereof of a
                  draft or  certificate  which does not comply with the terms of
                  such  Letter  of  Credit;  or

                            (vi) any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing;

provided, that the provisions of this Section 2.6(f) shall not in any way impair
the right of the Borrowers to make a claim against the Lenders or the liability
of the Lenders to the Borrowers, as set forth in Section 2.6(k), for direct
damages suffered by the Borrowers which were caused by the Issuing Bank's gross
negligence, willful misconduct or failure to conform to the standards of the
UCP.

         (g) The UCP shall be  binding on the  Borrowers,  the  Lenders  and the
Issuing  Bank.  The  Borrowers  assume all risks of the acts or omissions of the
beneficiary  of each Letter of Credit with respect to such Letter of Credit.  In
furtherance  of, and not in limitation  of the Issuing  Bank's rights and powers
under the UCP, but subject to all other  provisions of this paragraph (g), it is
understood  and agreed that the Issuing Bank shall not have any  liability  for,
and that the Borrowers assume all responsibility for: (i) the genuineness of any
signature;  (ii) the  form,  correctness,  validity,  sufficiency,  genuineness,
falsification  and legal effect of any draft,  certification  or other  document
required  by any Letter of Credit or the  authority  of the Person  signing  the
same;  (iii) the failure of any  instrument  to bear any  reference  or adequate
reference  to such  Letter of Credit or the  failure of any  Persons to note the
amount of any instrument on the reverse of such Letter of Credit or to surrender
such Letter of Credit or  otherwise  to comply with the terms and  condition  of
such Letter of Credit;  (iv) the good faith or acts of any Person other than the
Issuing  Bank  and  its  agents  and  employees;  (v)  the  existence,  form  or
sufficiency  or breach or default  (other  than by the  Issuing  Bank) under any
agreement or instrument of any nature  whatsoever (other than the Issuing Bank's
gross negligence,  willful  misconduct or failure to conform to the standards of
the UCP);  (vi) any delay in giving or  failure  to give any  notice,  demand or
protest; and (vii) any error, omission, delay in or nondelivery of any notice or
other communication,  however sent. The determination as to whether the required
documents  are  presented  prior to the  expiration  of any Letter of Credit and
whether such other  documents are in proper and  sufficient  form for compliance
with  such  Letter  of  Credit  shall  be made by the  Issuing  Bank in its sole
discretion,  which  determination  shall  be  conclusive  and  binding  upon the
Borrowers  absent  manifest error. It is agreed that the Issuing Bank may honor,
as  complying  with the terms of any  Letter of Credit and this  Agreement,  any
documents  otherwise  in order and signed or issued by the  beneficiary  thereof
without  responsibility for further  investigation,  regardless of any notice or
information to the contrary. Any action, inaction or omission on the part of the
Issuing  Bank under or in  connection  with any Letters of Credit or any related
instruments  or documents,  if in good faith and in  conformity  with such laws,
regulations or commercial or banking  customs as the Issuing Bank may reasonably
deem to be applicable,  shall be binding upon the Borrowers, shall not place the
Issuing Bank under any liability to the Borrowers,  and shall not affect, impair
or prevent the vesting of any of the Issuing  Bank's rights or powers  hereunder
or the Borrowers'  obligation to make full  reimbursement of amounts drawn under
the Letters of Credit.  It is further agreed that the provisions of this Section
2.6(g)  shall not in any way impair the right of the  Borrowers  to make a claim
against the Lenders or the  liability  of the Lenders to the  Borrowers,  as set
forth in Section 2.6(k), for direct damages suffered by the Borrowers which were
caused by the Issuing Bank's gross negligence,  willful misconduct or failure to
conform to the standards of the UCP.

                                       33
<PAGE>

         (h) If the Borrowers,  either in writing or orally,  request or consent
to any  modification  or extension of a Letter of Credit or waive failure of any
draft, certificate or other documents to comply with the terms of such Letter of
Credit,  the Issuing  Bank shall be entitled to rely and shall be deemed to have
relied on such  request,  consent or waiver with  respect to any action taken or
omitted by the Issuing Bank pursuant to any such request, consent or waiver, and
such extension, modification or waiver shall be binding upon the Borrowers.

         (i) Each Lender  severally  agrees that it shall be absolutely  liable,
without regard to the occurrence of any Default or Event of Default or any other
condition  precedent  whatsoever,  to the  extent  of such  Lender's  Commitment
Percentage, to reimburse the Issuing Bank on demand for the amount of each draft
paid by the  Issuing  Bank under each  Letter of Credit to the extent  that such
amount is not reimbursed by the Borrowers  pursuant to paragraph (c) above (such
agreement   by  each  Lender   being   called   herein  the  "Letter  of  Credit
Participation" of such Lender).

         (j) If any draft shall be presented  or other demand for payment  shall
be made under any Letter of Credit,  the Issuing Bank shall notify the Borrowers
of the date and amount of the draft  presented  or demand for payment and of the
date and time  when it  expects  to pay such  draft  or honor  such  demand  for
payment.  If the  Borrowers  fail to  reimburse  the Issuing Bank as provided in
paragraph  (c)  above on or before  the date  that  such  draft is paid or other
payment is made by the Issuing Bank, the Issuing Bank may at any time thereafter
notify the Lenders of the amount of any such unpaid Reimbursement Obligation. No
later  than 3:00 p.m.  (Boston  time) on the  Business  Day next  following  the
receipt of such notice, each Lender shall make available to the Issuing Bank, at
its head  office  located in Boston,  Massachusetts,  in  immediately  available
funds,  such  Lender's  Commitment   Percentage  of  such  unpaid  Reimbursement
Obligation,  together  with an amount  equal to the product of (i) the  average,
computed  for the period  referred to in clause  (iii)  below,  of the  weighted
average interest rate paid by the Issuing Bank for federal funds acquired by the
Issuing  Bank during each day  included  in such  period,  times (ii) the amount
equal  to such  Lender's  Commitment  Percentage  of such  unpaid  Reimbursement
Obligation, times (iii) a fraction, the numerator of which is the number of days
that  elapse  from and  including  the  date the  Issuing  Bank  paid the  draft
presented for honor or otherwise made payment to the date on which such Lender's
Commitment  Percentage  of such unpaid  Reimbursement  Obligation  shall  become
immediately available to the Issuing Bank, and the denominator of which is 360.

         (k) Neither the Issuing Bank nor any Lender nor any of their  officers,
directors or employees shall be liable or responsible for: (i) the use which may
be made of any Letter of Credit or any acts or omissions of any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  (iii)  payment by the Issuing  Bank against  presentation  of documents
which do not comply with the terms of a Letter of Credit,  including  failure of
any documents to bear any reference or adequate reference to a Letter of Credit;
or (iv) any other circumstances  whatsoever in making or failure to make payment
under a Letter of  Credit;  provided,  that,  notwithstanding  anything  in this
Section  2.6 to the  contrary,  the  Borrowers  shall have a claim  against  the
Lenders,  and the Lenders shall be liable to the Borrowers,  to the extent,  but
only to the extent, of any direct, as opposed to consequential, damages suffered
by the  Borrowers  which were caused by the  Issuing  Bank's  gross  negligence,
willful misconduct or failure to conform to the standards of the UCP.

                                       34
<PAGE>

     Section 2.7. Additional  Payments.  Upon Default (whether or not any of the
Lender Obligations have been  accelerated),  or after maturity or after judgment
has been  rendered on the Notes,  the  Borrowers'  right to select LIBOR Pricing
Options shall cease and the unpaid  principal of all Revolving  Credit  Advances
and the Term Loans,  including all LIBOR Rate Loans, shall, at the option of the
Agent,  bear interest at a rate per annum equal to the Applicable Base Rate plus
2%.

     Section 2.8.  Computation of Interest,  Etc. All  computations  of interest
hereunder and under the Term Loans and the Revolving  Credit  Advances  shall be
made (a) with respect to LIBOR Rate Loans on the basis of a three  hundred sixty
(360) day year and the actual  number of days  elapsed  and (b) with  respect to
Base Rate Loans on the basis of a three  hundred  sixty-five  (365) day year and
the actual number of days  elapsed.  Changes in the rate of interest on the Term
Loans and the Revolving Credit Advances  resulting from changes in the Base Rate
and/or the Prime Rate shall take place  immediately  without notice or demand of
any kind.  The  outstanding  balance of the Revolving  Credit Notes and the Term
Notes as reflected on the Agent's  records from time to time shall be considered
correct and binding on the Borrowers  and the Lenders  (absent  manifest  error)
unless  within  thirty (30) days after receipt of any notice by the Agent or any
Lender of such outstanding  amount, the Borrowers or a Lender notifies the Agent
to the contrary.


                                       35
<PAGE>

     Section 2.9. Fees.

         (a) The  Borrowers  shall pay to the  Agent,  for the  accounts  of the
Lenders in accordance with their respective Commitment Percentages, a commitment
fee (the "Revolving Commitment Fee") computed at a rate of 1/2% per annum on the
average daily unused amount of the Maximum  Revolving Credit Amount from time to
time in effect less the Maximum  Exposure  Under Letters of Credit from the date
hereof to and including the Revolving  Credit  Termination  Date.  The Revolving
Commitment  Fee shall be payable  quarterly  in arrears on the first day of each
January, April, July and October, commencing April 1, 2002, and on the date this
Agreement is terminated for the quarter or portion thereof then ended.

         (b) The  Borrowers  shall pay to the  Agent,  for the  accounts  of the
Lenders in accordance with their respective Commitment Percentages, a commitment
fee (the "Term Loan Commitment Fee") computed at a rate of 1/2% per annum on the
average  daily  amount of the Term Loan  Commitment  Amount from time to time in
effect  from  the  date  hereof  to  and  including  the  Term  Loan  Commitment
Termination  Date. The Term Loan  Commitment  Fee shall be payable  quarterly in
arrears on April 1,  2002,  July 1,  2002,  and on the  earlier of the Term Loan
Commitment  Termination  Date and the date this  Agreement is terminated for the
quarter or portion thereof then ended.

         (c) The  Borrowers  shall pay to the  Agent,  for the  accounts  of the
Lenders in accordance with their respective Commitment  Percentages,  a facility
fee (the "Facility Fee") of $1,250,000,  due,  payable and earned in full on the
Closing Date.

         (d) The Borrowers shall pay to the Agent,  for the Agent's own account,
an annual agency fee as provided in a letter  agreement  dated as of the Closing
Date between the Borrowers and the Agent (as such letter agreement may from time
to time be amended or supplemented, the "Fee Letter").


                                       36
<PAGE>

     Section  2.10.  Set-Off.  The Loan Parties  hereby grant the Agent and each
Lender, a continuing lien, security interest and right of setoff as security for
all Lender Obligations,  upon and against all deposits,  credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of
the Agent or any Lender or any entity under the control of FleetBoston Financial
Corporation  and its successors and assigns or in transit to any of them. At any
time,  without demand or notice (any such notice being  expressly  waived by the
Loan Parties), the Agent and each Lender may setoff the same or any part thereof
and apply the same to any  liability  or  obligation  of the Loan  Parties  even
though unmatured and regardless of the adequacy of any other collateral securing
the Lender Obligations. ANY AND ALL RIGHTS TO REQUIRE THE AGENT OR ANY LENDER TO
EXERCISE  ITS RIGHTS OR  REMEDIES  WITH  RESPECT TO ANY OTHER  COLLATERAL  WHICH
SECURES THE LENDER  OBLIGATIONS,  PRIOR TO  EXERCISING  ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH  DEPOSITS,  CREDITS OR OTHER  PROPERTY OF THE LOAN PARTIES,  ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

     Section 2.11.  Sharing of Payments.  If any Lender shall obtain any payment
(whether voluntary,  involuntary,  through the exercise of any right of set-off,
or  otherwise) on account of the Loans made by it in excess of its ratable share
(according to the then outstanding principal amount of the Loans) of payments on
account of the Loans  obtained by all the Lenders,  such Lender  shall  purchase
from the other  Lenders  such  participations  in the Loans  held by such  other
Lenders as shall  cause such  purchasing  Lender to share such  payment  ratably
according  to the then  outstanding  principal  amount of the Loans with each of
such  other  Lenders;  provided,  however,  that if all or any  portion  of such
payment is thereafter  recovered from such purchasing Lender, the purchase shall
be rescinded  and the purchase  price  restored to the extent of such  recovery,
with interest at an interest rate per annum equal to the  Applicable  Base Rate.
The Borrowers agree that any Lender so purchasing a  participation  in the Loans
from another  Lender  pursuant to this  Section 2.11 may, to the fullest  extent
permitted  by law,  exercise  all its  rights of  payment  with  respect to such
participation  as  fully  as if such  Lender  were the  direct  creditor  of the
Borrowers in the amount of such participation.

     Section 2.12.  Reduction of Commitment by the  Borrowers.  The Borrowers at
their option may, at any time and from time to time,  irrevocably reduce in part
(in a minimum amount of $300,000 and integral  multiples of $100,000) the unused
portion  of the  Maximum  Revolving  Credit  Amount or the Term Loan  Commitment
Amount on not less than five (5)  Business  Days'  prior  written  notice to the
Agent. No such reduction may be reinstated by the Borrowers.

     Section 2.13. Increased Costs, Etc.

         (a) Anything herein to the contrary notwithstanding,  if any changes in
present or future  applicable law (which term "applicable  law," as used in this
Agreement,   includes   statutes  and  rules  and  regulations   thereunder  and
interpretations  thereof by any competent court or by any  governmental or other
regulatory   body  or  official   charged   with  the   administration   or  the
interpretation thereof and requests, directives, instructions and notices at any
time or from time to time heretofore or hereafter made upon or otherwise  issued
to any Lender by any central bank or other fiscal,  monetary or other authority,
whether or not having the force of law), including without limitation any change
according to a prescribed  schedule of increasing  requirements,  whether or not
known or in effect as of the date  hereof,  shall (i) subject such Lender to any
tax, levy,  impost,  duty,  charge,  fee, deduction or withholding of any nature
with respect to this  Agreement or the payment to such Lender of any amounts due
to it hereunder,  or (ii) materially change the basis of taxation of payments to
such Lender of the principal of or the interest on the Revolving Credit Advances
or the Term Loans or any other  amounts  payable to such  Lender  hereunder,  or
(iii)  impose or  increase  or render  applicable  any  special or  supplemental
deposit or reserve or similar requirements or assessment against assets held by,
or  deposits in or for the  account  of, or any  liabilities  of, or loans by an
office of such Lender in respect of the  transactions  contemplated  herein,  or
(iv) impose on such Lender any other  condition or  requirement  with respect to
this Agreement or any Revolving  Credit Advance or any Term Loan, and the result
of any of the  foregoing  is (A) to increase  the cost to such Lender of making,
funding or maintaining  all or any part of the Revolving  Credit Advances or the
Term  Loans  or its  commitment  hereunder,  or  (B) to  reduce  the  amount  of
principal,  interest or other amount payable to such Lender hereunder, or (C) to
require  such Lender to make any payment or to forego any  interest or other sum
payable hereunder, the amount of which payment or foregone interest or other sum
is calculated  by reference to the gross amount of any sum  receivable or deemed
received by such Lender from the  Borrowers  hereunder,  then,  and in each such
case not otherwise  provided for hereunder,  the Borrowers will upon demand made
by such Lender promptly following any Borrower's receipt of notice pertaining to
such matters  accompanied by calculations  thereof in reasonable  detail, pay to
such Lender such  additional  amounts as will be sufficient  to compensate  such
Lender for such  additional  cost,  reduction,  payment or foregone  interest or
other sum;  provided  that the foregoing  provisions of this sentence  shall not
apply  in the  case of any  additional  cost,  reduction,  payment  or  foregone
interest or other sum  resulting  from any taxes charged upon or by reference to
the overall  net income,  profits or gains of any  Lender.  In  determining  the
additional amounts payable hereunder,  the Lenders may use any reasonable method
of averaging,  allocating or  attributing  such  additional  costs,  reductions,
payments, foregone interest or other sums among their respective customers.


                                       37
<PAGE>

         (b) Anything herein to the contrary notwithstanding, if, after the date
hereof,  any Lender shall have determined that any changes in any present or the
adoption of any future applicable law, rule, regulation, guideline, directive or
request (whether or not having force of law),  including without  limitation any
change according to a prescribed schedule of increasing requirements, whether or
not known or in effect as of the date hereof, regarding capital requirements for
banks or bank  holding  companies  generally,  or any  change  therein or in the
interpretation or administration thereof by any governmental authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof, or compliance by such Lender with any of the foregoing,  either imposes
a  requirement  upon such Lender to allocate  additional  capital  resources  or
increases  such  Lender's  requirement  to allocate  capital  resources  or such
Lender's  commitment to make, or to such Lender's  maintenance of, the Revolving
Credit Advances or the Term Loans hereunder,  which has or would have the effect
of reducing the return on such Lender's capital to a level below that which such
Lender  could have  achieved  (taking  into  consideration  such  Lender's  then
existing policies with respect to capital adequacy and assuming full utilization
of such Lender's capital) but for such  applicability,  change,  interpretation,
administration  or  compliance,  by any  amount  deemed  by  such  Lender  to be
material,  such Lender shall promptly after its determination of such occurrence
give notice  thereof to the  Borrowers.  The  Borrowers  and such  Lender  shall
thereafter  attempt to negotiate in good faith an adjustment to the compensation
payable  hereunder  which  will  adequately  compensate  such  Lender  for  such
reduction.  If the  Borrowers  and  such  Lender  are  unable  to  agree to such
adjustment  within  thirty (30) days of the day on which the  Borrowers  receive
such notice,  then  commencing  on the date of such notice (but not earlier than
the  effective  date  of  any  such   applicability,   change,   interpretation,
administration  or compliance),  the fees payable hereunder shall increase by an
amount  which will,  in such  Lender's  reasonable  determination,  evidenced by
calculations in reasonable  detail  furnished to the Borrowers,  compensate such
Lender for such reduction.  In determining such amount,  such Lender may use any
reasonable methods of averaging,  allocating or attributing such reduction among
its customers.


                                       38
<PAGE>

     Section 2.14. Changed Circumstances. In the event that:

         (a) on any date on which the Applicable  LIBOR Rate would  otherwise be
set the Agent shall have determined in good faith (which  determination shall be
final and conclusive) that adequate and fair means do not exist for ascertaining
the LIBOR Rate, as applicable; or

         (b) at any time the Agent shall have  determined  in good faith  (which
determination shall be final and conclusive) that

                  (i) the  implementation  of LIBOR Pricing Option has been made
         impracticable  or unlawful by (A) the occurrence of a contingency  that
         materially and adversely  affects the London interbank  market,  or (B)
         compliance  by any  Lender in good  faith  with any  applicable  law or
         governmental regulation, guideline or order or interpretation or change
         thereof by any governmental  authority charged with the  interpretation
         or administration  thereof or with any request or directive of any such
         governmental authority (whether or not having the force of law); or

                  (ii) the LIBOR Rate shall no longer  represent  the  effective
         cost to the Lenders for U.S.  dollar  deposits in the London  interbank
         market, as applicable for deposits in which they regularly participate;

then, and in such event, the Agent shall forthwith so notify the Borrowers
thereof. Until the Agent notifies the Borrowers that the circumstances giving
rise to such notice no longer apply, the obligation of the Lenders and the Agent
to allow election by the Borrowers of a LIBOR Pricing Option shall be suspended.
If at the time the Agent so notifies the Borrowers, the Borrowers have
previously given the Agent a Pricing Notice with respect to a LIBOR Pricing
Option, but the LIBOR Pricing Option requested therein has not yet gone into
effect, such Pricing Notice shall automatically be deemed to be withdrawn and be
of no force or effect. If the LIBOR Pricing Option has been made unlawful by any
of the circumstances described in Section 2.14(b)(i), then upon such date as
shall be specified in such notice (which shall not be earlier than the date such
notice is given), the LIBOR Pricing Option with respect to all LIBOR Rate Loans
shall be terminated and the Borrowers shall pay all interest due on such LIBOR
Rate Loans and any amounts required to be paid pursuant to Section 4.3.



                                       39
<PAGE>

     Section  2.15.  Use of  Proceeds.  The  proceeds  of all  Revolving  Credit
Advances shall be used by the Borrowers  solely for working  capital and general
corporate purposes, including, without limitation, fees and expenses of the Loan
Parties incurred in connection with this Agreement.  No portion of the Revolving
Credit  Advances shall be used by the Borrowers for the repurchase of the Senior
Unsecured  Notes.  The proceeds of the Term Loans shall be used by the Borrowers
solely for (a) the repurchase of the Senior Unsecured Notes (or to reimburse BCS
Holdings for the same) or the repayment of the ASC Subordinated Note,  together,
in each case, with accrued and unpaid interest thereon and (b) fees and expenses
of the Loan Parties  incurred in connection with this  Agreement.  No portion of
the proceeds of the Revolving  Credit  Advances or the Term Loans shall be used,
in whole or in part,  for the purpose of purchasing or carrying any Margin Stock
or to extend  credit to any Person for the purpose of purchasing or carrying any
such Margin Stock.

     Section 2.16.  Guaranty.  Each  Guarantor,  jointly and  severally,  hereby
unconditionally  guarantees  to the Agent and the Lenders the full and  punctual
payment when due (whether at maturity,  by acceleration  or otherwise),  and the
performance  of (a) the Lender  Obligations  accrued in each case to the date of
payment  and  (b)  the  performance  of  all  other  agreements,  covenants  and
conditions of the Loan Parties with respect  thereto set forth in this Agreement
and all other Lender  Agreements.  The  responsibilities  and obligations of the
Loan Parties to the Agent and the Lenders  described in the  preceding  sentence
are hereinafter  referred to collectively as the "Guaranteed  Obligations."  The
guaranty pursuant to this Section 2.16 is an absolute, unconditional,  joint and
several,   and  continuing  guaranty  of  the  full  and  punctual  payment  and
performance  by the  Loan  Parties  of the  Guaranteed  Obligations  and  not of
collectability of the Guaranteed Obligations,  and is in no way conditioned upon
any  requirement  that the Agent or the Lenders  first attempt to collect any of
the Guaranteed Obligations from the Borrowers or resort to any security or other
means of obtaining payment of any of the Guaranteed  Obligations which the Agent
or the Lenders now has or may acquire  after the date hereof,  or upon any other
contingency  whatsoever.  Upon any default by the Loan Parties in respect of the
full and punctual  payment and performance of the Guaranteed  Obligations  which
constitutes  an  Event of  Default,  the  liabilities  and  obligations  of each
Guarantor  hereunder shall, at the option of the Agent, become forthwith due and
payable to the Agent and the Lenders without demand or notice of any nature, all
of which are  expressly  waived by each  Guarantor.  Payments by each  Guarantor
under  this  Section  2.16 may be  required  by the Agent or the  Lenders on any
number of occasions. Each Guarantor waives presentment,  demand, protest, notice
of acceptance,  notice of Guaranteed  Obligations incurred and all other notices
of any kind,  all defenses  which may be  available by virtue of any  valuation,
stay,  moratorium law or other similar law now or hereafter in effect, any right
to require  the  marshaling  of assets of the Loan  Parties  and all  suretyship
defenses  generally.  Without  limiting the  generality of the  foregoing,  each
Guarantor  agrees to the  provisions of any instrument  evidencing,  securing or
otherwise executed in connection with any Guaranteed Obligations and agrees that
the obligations of each Guarantor hereunder shall not be released or discharged,
in  whole  or in  part,  or  otherwise  affected  by any  rescissions,  waivers,
amendments or  modifications  of any of the terms or provisions of any agreement
evidencing  securing or otherwise  executed in  connection  with any  Guaranteed
Obligation  or any  release  of any  Credit  Security.  Until  the  payment  and
performance in full of all Guaranteed  Obligations,  no Guarantor shall exercise
any  rights  against  the Loan  Parties  arising  as a result of  payment by any
Guarantor  hereunder,  by way of  subrogation  or otherwise.  The payment of any
amounts  due  with  respect  to any  indebtedness  of the  Loan  Parties  now or
hereafter held by each Guarantor is hereby  subordinated to the prior payment in
full of the Guaranteed Obligations.



                                       40
<PAGE>

                  ARTICLE 3. CONDITIONS TO LOANS AND ADVANCES

     Section 3.1.  Conditions to Initial Term Loans and First  Revolving  Credit
Advance.  The  Lenders'  obligations  to make the  Initial  Term Loans and first
Revolving Credit Advance shall be subject to compliance by the Loan Parties with
their  agreements  contained in this Agreement,  and to the condition  precedent
that  the  Lenders  shall  have  received  each of the  following,  in form  and
substance  reasonably  satisfactory  to the Agent and its counsel or in the form
attached hereto as an Exhibit, as the case may be:

         (a)  The  Revolving   Credit  Notes,   the  Term  Notes,  the  Security
Agreements,  the  Mortgages  and the Fee Letter duly  executed  by the  relevant
Borrowers.

         (b) Copies of the  resolutions  of the Board of  Directors of each Loan
Party authorizing the execution, delivery and performance of this Agreement, the
Revolving Credit Notes, the Term Notes and the other Lender  Agreements to which
each Loan Party is a party, certified by the Secretary or an Assistant Secretary
(or Clerk or Assistant Clerk) of each Loan Party (which  certificate shall state
that such resolutions are in full force and effect).

         (c) A certificate  of the  Secretary or an Assistant  Secretary of each
Loan Party certifying the name and signatures of the officers of each Loan Party
authorized to sign this Agreement,  the Revolving  Credit Notes, the Term Notes,
the other  Lender  Agreements  to which each Loan Party is a party and the other
documents to be delivered by each Loan Party hereunder.



                                       41
<PAGE>

         (d)  Certificates  of legal  existence and corporate  good standing for
each Loan Party of recent date issued by the appropriate  California,  Delaware,
Washington and New Hampshire governmental authorities.

         (e)  Certificate  of tax good  standing,  if  applicable,  for the Loan
Parties  of  recent  date  issued  by  the  appropriate  California,   Delaware,
Washington and New Hampshire governmental authorities.

         (f) The opinions of (i) Winston & Strawn,  special  counsel to the Loan
Parties,  (ii) Loeb & Loeb LLP,  local  counsel to the Borrowers in the State of
California, (iii) Dorsey & Whitney LLP, local counsel to the Loan Parties in the
State  of  Washington,  and (iv)  Nixon &  Peabody  LLP,  local  counsel  to the
Borrowers  in the State of New  Hampshire,  each dated the date of  execution of
this Agreement, substantially the forms set forth in Exhibit E attached hereto.

         (g) A certificate of a duly authorized officer of the Borrowers,  dated
the date of the Initial Term Loans and first Revolving Credit  Advances,  to the
effect  that all  conditions  precedent  on the part of the Loan  Parties to the
execution  and  delivery  hereof  and the  making  of the Term  Loans  and First
Revolving Credit Advances have been satisfied.

         (h) Each of the Security Agreements and Mortgages, shall have been duly
and properly authorized, executed and delivered by the parties thereto and shall
be in full  force and  effect,  and  pursuant  to the  Security  Agreements  and
Mortgages,  the Loan  Parties and their  Subsidiaries  shall have granted to the
Agent  first  perfected,   valid  and  binding  security  interests,  liens  and
encumbrances on all of the assets of the Loan Parties and their  Subsidiaries in
favor of the Agent  (subject only to Liens  permitted  under Section 5.8),  with
such exceptions as may be agreed upon on the Restatement Date, including without
limitation:

                  (i) all fee simple interests in and to all real property owned
         or leased by the Loan Parties and their Subsidiaries, and all buildings
         and improvements now located or to be constructed thereon,  whether now
         owned or hereafter acquired;

                  (ii) all  tangible and  intangible  assets of the Loan Parties
         and  their  Subsidiaries,  whether  now  owned or  hereafter  acquired,
         including  without  limitation  all  machinery,  equipment,  furniture,
         furnishings,  inventory, appliances, contract rights, deposit accounts,
         investment  property  (including  certificates  representing all of the
         issued and  outstanding  capital stock and membership  interests of any
         Subsidiary  of a Loan Party  together  with  stock  powers or powers of
         interest  endorsed in blank),  cash  collateral,  instruments,  general
         intangibles, etc., whether now owned or hereafter acquired;

                  (iii) all leases, tenancies,  purchase and sale agreements for
         the sale of condominium units or other property,  operating agreements,
         contract  and  rental  agreements  for the  lease,  sale (as  permitted
         hereunder),  rental, occupancy, hire or use of any of Loan Parties' and
         their   Subsidiaries'   assets,   including   without   limitation  the
         Properties,  or any portion thereof together with all income,  profits,
         revenues, cash collateral and other proceeds thereof; and



                                       42
<PAGE>

                  (iv) all  licenses,  permits  (other  than the Forest  Service
         Permits), trade names, patents, trademarks, approvals and contracts.

         (i) All actions  necessary or  appropriate to perfect the Agent's liens
and security  interests in the assets of the Loan Parties and their Subsidiaries
shall have been fully performed including without limitation:

                  (i) the due and  proper  recording  and  filing  of all of the
         Mortgages,  collateral assignments of leases, collateral assignments of
         income,  assignments  in  trust  and  assignments  of  licenses  or gap
         insurance in lieu thereof;

                  (ii)  the  filing  of  Uniform   Commercial   Code   financing
         statements  necessary to perfect the security interests of the Agent in
         the assets of the Loan Parties; and

                  (iii) the  receipt by the Agent of marked  commitments  or pro
         formas  from  First  American  Title  Insurance  Company  to issue ALTA
         standard form mortgage loan policies or endorsements  thereto  insuring
         the first  priority of the Mortgages,  subject only to Liens  permitted
         under  Section  5.8  hereof,  covering  all real  property  of the Loan
         Parties  both as owned in fee or held as a leasehold  estate  under any
         leases or otherwise  and covering  the real  property  described in the
         Mortgages,   such  policies  to  be  in  form,   substance  and  amount
         satisfactory  to  the  Agent,   including  without   limitation,   such
         endorsements and affirmative  insurance as the Agent shall require with
         the standard tenant's and mechanic's liens exceptions  deleted and with
         such portions of the survey coverage  deleted as the Agent may require,
         and the Agent  shall also have  received  proof of full  payment of all
         fees and premiums for said policies and copies of all documents  listed
         as exceptions on Schedule B to each such policy.

         (j) The Agent shall have received (i)  certificates  of insurance as to
the  liability  hazard and other  insurance  maintained  by the Loan Parties and
their  Subsidiaries  on the Credit  Security in  conformity  with the  insurance
requirements  contained in the Security Agreements (including flood insurance if
necessary) from the insurer or an independent  insurance  broker dated as of the
Closing Date,  identifying insurers,  types of insurance,  insurance limits, and
policy terms all in accordance  with the provisions of the Security  Agreements;
(ii) certified copies of all policies evidencing such insurance (or certificates
therefor signed by the insurer or an agent authorized to bind the insurer);  and
(iii) such further  information and  certificates  from the Loan Parties,  their
insurers and insurance brokers as the Agent may request.



                                       43
<PAGE>

         (k) The Agent shall have received  evidence  satisfactory  to the Agent
that all activities  being  conducted on the Properties  which require  federal,
state or local  licenses or permits  have been duly  licensed  except  where the
absence of any such license  would not have a Material  Adverse  Change and that
such  licenses or permits are in full force and effect and have been assigned to
the Agent pursuant to the Security Agreements to the extent they are assignable.

         (l) The  Agent  shall  have  received  copies of all  material  service
contracts and material leases affecting any portion of the Properties.

         (m) Such other documents, agreements,  certificates and opinions as the
Agent or the Lenders may reasonably request.

     Section  3.2.  Conditions  to  All  Additional  Term  Loans.  The  Lenders'
obligations to make any Additional  Term Loans pursuant to this Agreement  shall
be subject to compliance by the Loan Parties with their agreements  contained in
this Agreement and each other Lender Agreement,  and to the satisfaction,  at or
before  the  making  of  each  Additional  Term  Loan,  of all of the  following
conditions precedent:

         (a) The  representations  and warranties herein and those made by or on
behalf of the Loan Parties in any other Lender Agreement shall be correct in all
material  respects as of the date on which any Additional Term Loan is made with
the same  effect as if made at and as of such time  (except  as to  transactions
permitted  hereunder  and  described  in  a  Compliance  Certificate  previously
delivered  to the Agent and  except to the  extent  that any  representation  or
warranty expressly relates to an earlier date).

         (b) On the date of any Additional Term Loan made hereunder, there shall
exist no Default.

         (c) The  making of the  requested  Additional  Term  Loan  shall not be
prohibited  by any law or  governmental  order or  regulation  applicable to the
Lenders  or to the Loan  Parties,  and all  necessary  consents,  approvals  and
authorizations  of any Person for any such  Additional Term Loan shall have been
obtained.

         (d) The request by the Borrowers for the making of each Additional Term
Loan as  provided  above,  and the  acceptance  by the  Borrowers  of each  such
Additional  Term Loan,  shall be deemed a  representation  and  warranty  by the
Borrowers  that the  conditions  specified  above in this  Section 3.2 have been
satisfied.

         (e) A certificate of a duly authorized officer of the Borrowers,  dated
the date of each  Additional  Term  Loan,  to the  effect  that  all  conditions
precedent on the part of the Borrowers to the execution, delivery and the making
of each such Additional Term Loan have been satisfied.  Such  certificate  shall
have attached thereto calculations in reasonable detail demonstrating compliance
with Section 6.21 hereof.



                                       44
<PAGE>

     Section 3.3.  Conditions to All  Revolving  Credit  Advances.  The Lenders'
obligations to make any Revolving  Credit Advances or issue any Letter of Credit
pursuant to this  Agreement  shall be subject to  compliance by the Loan Parties
with  their  agreements  contained  in this  Agreement  and  each  other  Lender
Agreement,  and to the  satisfaction,  at or before the making of each Revolving
Credit  Advance or  issuance  of any Letter of Credit,  of all of the  following
conditions precedent:

         (a) The  representations  and warranties herein and those made by or on
behalf of the Loan Parties in any other Lender Agreement shall be correct in all
material  respects as of the date on which any Revolving  Credit Advance is made
or Letter of Credit is issued, with the same effect as if made at and as of such
time  (except  as  to  transactions  permitted  hereunder  and  described  in  a
Compliance  Certificate  previously delivered to the Agent, except to the extent
that any  representation  or warranty  expressly  relates to an earlier date and
except that the references in Article 5 to the 2001 Financial  Statements  shall
be deemed to refer to the most  recent  annual  audited  consolidated  financial
statements of the Loan Parties and their Subsidiaries furnished to the Agent.)

         (b) On the date of any  Revolving  Credit  Advance  made or  Letter  of
Credit issued hereunder, there shall exist no Default.

         (c) The making of the requested Revolving Credit Advance or issuance of
the  requested  Letter  of  Credit  shall  not  be  prohibited  by  any  law  or
governmental  order  or  regulation  applicable  to the  Lenders  or to the Loan
Parties, and all necessary consents,  approvals and authorizations of any Person
for any such  Revolving  Credit  Advance  and  Letter of Credit  shall have been
obtained.

         (d) The  request  by the  Borrowers  for the  making,  continuation  or
conversion of each  Revolving  Credit  Advance or LIBOR Rate Loan or issuance of
any Letter of Credit as provided  above,  and the acceptance by the Borrowers of
each such  Revolving  Credit  Advance or issuance of any Letter of Credit and of
each such  continuation or conversion of such LIBOR Rate Loan, shall be deemed a
representation and warranty by the Borrowers that the conditions specified above
in this Section 3.3 have been satisfied.



                                       45
<PAGE>

                        ARTICLE 4. PAYMENT AND REPAYMENT

     Section 4.1. Mandatory Prepayment.

         (a) If at any time the aggregate  outstanding  principal balance of all
Revolving Credit Advances plus the Maximum Exposure Under Letters of Credit made
hereunder  exceeds the Maximum  Revolving  Credit  Amount,  the Borrowers  shall
immediately repay to the Agent for the ratable accounts of the Lenders an amount
equal to such excess.

         (b) The Borrowers shall make principal payments on the Term Loans on or
prior to the Term Loan Reduction Dates and in such amounts as will be sufficient
to cause the principal  amount of the Term Loans  outstanding  on the applicable
Term Loan Reduction Date to be equal to or less than the applicable Maximum Term
Loan Amount  permitted to be  outstanding on such date under Section 2.1 hereof.
For  avoidance  of any doubt,  any  repayments  of the Term Loans under  Section
4.1(c) hereof shall be credited  toward the  Borrowers'  obligations  under this
Section 4.1(b) in the order in which such payments come due.

         (c) The Borrowers shall make  prepayments of the Loans of the following
amounts:

                  (i)  At any  time  on  and  after  the  Closing  Date,  if the
         Borrowers or any of their  Subsidiaries  receives Excess Cash Proceeds,
         an amount  equal to 100% of such  Excess  Cash  Proceeds,  shall,  upon
         receipt,  be  applied  as  a  repayment  of  principal  of  outstanding
         Revolving  Credit  Advances  (without  reducing  the Maximum  Revolving
         Credit  Amount)  and not later  than 50 days  following  the end of the
         fiscal  quarter in which such Excess Cash  Proceeds are  received,  the
         Borrowers shall repay the Term Loans on such date by an amount equal to
         such Excess Cash Proceeds.

         (d)  The  Borrowers  shall,  within  five  (5)  Business  Days  of  the
occurrence of any event described in clause (i) of Section  4.1(c),  provide the
Agent with written notice of the estimated  proceeds  received or to be received
in connection  with any  Permitted  Real Estate Sale.  The  mandatory  repayment
provisions of Section 4.1(c) shall not apply until the Excess Cash Proceeds that
are required to be applied to the repayment of the Term Loans exceed $500,000.

     Section 4.2. Voluntary Prepayments.

         (a) The  Borrowers  may make  prepayments  to the Agent for the ratable
accounts of the Lenders of any  outstanding  principal  amount of the  Revolving
Credit  Advances  in a minimum  amount of $100,000  and an integral  multiple of
$50,000  which are Base Rate Loans in  accordance  with  Section 4.3 at any time
prior to 12:00  noon  (Boston  time) on any  Business  Day  without  premium  or
penalty.

         (b) The  Borrowers  may make  prepayments  to the Agent for the ratable
accounts of the Lenders of any portion of the Term Loans in a minimum  amount of
$300,000  and an  integral  multiple  of  $100,000  which are Base Rate Loans in
accordance with Section 4.3 at any time prior to 12:00 noon (Boston time) on any
Business Day without premium or penalty.


                                       46
<PAGE>

         (c) The  Borrowers  may make  prepayments  to the Agent for the ratable
accounts of the Lenders of any  Revolving  Credit  Advances or of any portion of
the Term Loans in a minimum  amount of  $1,000,000  and an integral  multiple of
$100,000  which are LIBOR Rate Loans only in accordance  with and subject to the
premiums and penalties set forth in Section 4.6.

     Section  4.3.  Payment  and  Interest  Cutoff.  Notice  of each  prepayment
pursuant to

     Section 4.2 shall be given to the Agent,  in the case of the  prepayment of
Base Rate  Loans,  not later than 12:00 noon  (Boston  time) on the date of such
payment,  and, in the case of the prepayment of LIBOR Rate Loans, not later than
12:00 noon (Boston  time) at least three (3) Business  Days prior to the date of
such payment and, in each case,  shall specify the total principal amount of the
Revolving Credit Advances and the Term Loans to be paid on such date.  Notice of
prepayment  having been given in  compliance  with this  Section 4.3, the amount
specified to be prepaid  shall become due and payable on the date  specified for
prepayment  and from and after said date (unless the Borrowers  shall default in
the payment thereof) interest thereon shall cease to accrue.  Unpaid interest on
the  principal  amount of any  Revolving  Credit  Advances and the Term Loans so
prepaid  accrued  to the  date  of  prepayment  shall  be due  on  the  date  of
prepayment.

     Section 4.4. Payment or Other Actions on Non-Business  Days. If any payment
to be made  hereunder or under any other Lender  Agreement  becomes due on a day
which is not a Business  Day, the due date of such payment  shall be extended to
the next  succeeding  Business Day, and such extension of time shall be included
in computing  interest and fees in connection with such payment.  In the case of
any other action the last day for performance of which shall be a day other than
a  Business  Day,  the  date  for  performance  shall  be  extended  to the next
succeeding Business Day.

     Section 4.5. Method, Timing and Application of Payments.

         (a) All payments required to be made pursuant to the provisions of this
Agreement  and any other  Lender  Agreement,  and all  prepayments  pursuant  to
Section 4.1, may be charged by the Agent  against the  Borrowers'  accounts with
the Agent.  The Borrowers  hereby  authorize the Agent and the Lenders,  without
notice to the Borrowers, to charge against any account of the Borrowers with the
Agent or such Lender an amount  equal to the  accrued  interest,  principal  and
other  amounts  from time to time due and  payable to the Agent and the  Lenders
hereunder and under all other Lender Agreements.

         (b) All  payments  shall be made by the  Borrowers  to the Agent at the
Agent's  address  set forth in Section  11.1  hereof or such other  place as the
Agent may from time to time specify in writing not later than 12:00 noon (Boston
time) in  lawful  currency  of the  United  States  of  America  in  immediately
available  funds  without  counterclaim  or setoff  and free and  clear of,  and
without any deduction or withholding for, any taxes or other payments. The Agent
will, after its receipt  thereof,  distribute like funds relating to the payment
of principal,  interest or any other amounts  payable  hereunder  ratably to the
Lenders in accordance with their respective Commitment Percentages.  Any payment
made by the  Borrowers  to the Agent under this  Agreement or under the Notes in
the manner provided in this Agreement shall be deemed to be a payment to each of
the  respective  Lenders,  unless the  provisions  of this  Agreement  expressly
provide  that any such  payment  shall be solely for the account of the Agent or
any specific Lender.



                                       47
<PAGE>

         (c) All  payments  shall be applied  first to the  payment of all fees,
expenses and other amounts due to the Agent and the Lenders (excluding principal
and  interest),  then  to  accrued  interest,  and the  balance  on  account  of
outstanding  principal,  in each  case  with  respect  to the  Revolving  Credit
Advances or the Term Loans, as the case may be; provided, however, that after an
Event of Default payments will be applied to the obligations of the Borrowers to
Agent and the Lenders as provided in Section 7.3 or  otherwise  as the Agent and
the Lenders determine in their sole discretion.

     Section 4.6.  Payments Not at End of Interest  Period.  The  Borrowers  may
prepay a LIBOR  Rate Loan  only upon at least  three  (3)  Business  Days  prior
written  notice to the Agent (which notice shall be  irrevocable),  and any such
prepayment  shall  occur  only on the last day of the  Interest  Period for such
LIBOR  Rate  Loan.  The  Borrowers  shall pay to Agent,  for the  account of the
Lenders,  upon  request  of the  Agent,  such  amount  or  amounts  as  shall be
sufficient (in the reasonable  opinion of the Agent) to compensate for any loss,
cost,  or expense  incurred as a result of: (a) any payment of a LIBOR Rate Loan
on a date  other  than the last day of the  Interest  Period for such LIBOR Rate
Loan;  (b) any failure by the  Borrowers to borrow a LIBOR Rate Loan on the date
specified by the Borrowers' written notice; and (c) any failure by the Borrowers
to pay a LIBOR Rate Loan on the date for  payment  specified  in the  Borrowers'
written notice.  Without limiting the foregoing,  the Borrowers shall pay to the
Agent,  for the account of the Lenders,  a "yield  maintenance fee" in an amount
computed as follows:  The current  rate for United  States  Treasury  securities
(bills on a discounted  basis shall be converted  to a bond  equivalent)  with a
maturity  date  closest  to the term of such  LIBOR  Rate  Loan as to which  the
prepayment  prior to the  last  day of an  Interest  Period  is  made,  shall be
subtracted  from the  LIBOR  Rate in effect  at the time of  prepayment.  If the
result is zero or a negative number, there shall be no yield maintenance fee. If
the  result  is a  positive  number,  then  the  resulting  percentage  shall be
multiplied  by the amount of the principal  balance being repaid.  The resulting
amount shall be divided by 360 and multiplied by the number of days remaining in
the term for such  LIBOR  Rate Loan as to which  the  prepayment  is made.  Said
amount  shall  be  reduced  to  present  value  calculated  by using  the  above
referenced  United  States  Treasury  securities  rate  and the  number  of days
remaining in the term for such LIBOR Rate Loan as to which  prepayment  is made.
The resulting  amount shall be the yield  maintenance fee due to the Agent,  for
the account of the Lenders,  upon the  prepayment  of a LIBOR Rate Loan on a day
other than the last day of the applicable  Interest  Period.  If by reason of an
Event of Default,  any of the Lender  Obligations are declared to be immediately
due and  payable,  then any yield  maintenance  fee with respect to a LIBOR Rate
Loan shall become due and payable in the same manner as though the Borrowers had
exercised such right of prepayment.



                                       48
<PAGE>

     Section 4.7. Taxes.

         (a) Any and all  payments  by the  Borrowers  hereunder  shall  be made
without  counterclaim or setoff and free and clear of, and without any deduction
or  withholding  for,  any and all  present or future  taxes,  levies,  imposts,
deductions, charges or withholdings, or other payments, and all liabilities with
respect  thereto,  excluding,  in the case of each  Lender and the Agent,  taxes
imposed on its  income,  and  franchise  taxes  imposed on it, (i) by the United
States  or by  any  political  subdivision  thereof  or  therein,  (ii)  by  the
jurisdiction  under the laws of which such  Lender or the Agent (as the case may
be) is organized or any political  subdivision  or taxing  authority  thereof or
therein  or  (iii) by any  jurisdiction  (or  political  subdivision  or  taxing
authority thereof or therein) in which such Lender or Agent operates or in which
its lending office is located or as a result of another  connection between such
Lender or Agent and such jurisdiction  other than a connection  resulting solely
from this Agreement (all such nonexcluded taxes,  levies,  imposts,  deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
If the Borrowers shall be required by law to deduct any Taxes from or in respect
of any sum payable to any Lender or the Agent (as the case may be),  (i) the sum
payable  shall be  increased  as may be  necessary  so that,  after  making  all
required deductions  (including deductions applicable to additional sums payable
under this Section 4.7),  such Lender or the Agent (as the case may be) receives
an amount equal to the sum it would have  received had no such  deductions  been
made;  provided,  however,  that if the  Borrowers'  obligations  to  deduct  or
withhold Taxes is caused solely by such Lender's or the Agent's (as the case may
be) failure to provide the forms  described in paragraph (e) of this Section 4.7
and such  Lender  or the Agent (as the case may be)  could  have  provided  such
forms,  no such increase shall be required;  (ii) the Borrowers  shall make such
deductions;  and (iii) the Borrowers  shall pay the full amount  deducted to the
relevant  taxation  authority or other  authority in accordance  with applicable
law.

         (b) If the Borrowers fail to pay any Taxes when due to the  appropriate
taxing  authority,  the Borrowers  shall indemnify each Lender and the Agent for
the full amount of Taxes (including,  without  limitation,  any Taxes imposed by
any  Governmental  Authority on amounts  payable under this Section 4.7) paid by
such  Lender  or the  Agent  (as the case may be) and any  liability  (including
interest and expenses) arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally asserted.  Each payment required to be made
by the Borrowers in respect of this  indemnification  shall be made to the Agent
for the benefit of any party  claiming such  indemnification  within thirty (30)
days from the date the Borrowers  receive written demand therefor  detailing the
calculation  of such  amounts from the Agent on behalf of itself as Agent or any
such Lender.  The agreements in this subsection shall survive the termination of
this  Agreement  and the  payment  of the Notes and all  other  amounts  payable
hereunder.



                                       49
<PAGE>

         (c) The Borrowers  will pay prior to  delinquency  all Taxes payable in
respect of any payment under this  Agreement.  Upon request,  the Borrowers will
furnish  to the Agent for its own  account or for the  account  of the  affected
Lender,  as the case may be,  the  original  or a  certified  copy of a  receipt
evidencing payment of such Taxes.

         (d) If a Lender or the Agent  receives a refund in respect of any Taxes
as to which it has been  indemnified  by the  Borrowers or with respect to which
the  Borrowers  have paid  additional  amounts  pursuant to this Section 4.7, it
shall  promptly  following  the date of such receipt pay over the amount of such
refund to the Borrowers,  net of all reasonable  out-of-pocket  expenses of such
Lender  or the Agent and  without  interest  (other  than  interest  paid by the
relevant  taxation  authority  with respect to such  refund);  provided that the
Borrowers,  upon the  request of such  Lender or the  Agent,  agree to repay the
amount paid over to the Borrowers (plus penalties,  interest or other reasonable
charges)  to such  Lender or the Agent in the event such  Lender or the Agent is
required to repay such refund to such taxation authority.

         (e) Each Lender that is not  incorporated  under the laws of the United
States  of  America  or a state  thereof  agrees  that it  will  deliver  to the
Borrowers and the Agent on the date of this Agreement or upon the  effectiveness
of any  Assignment and  Acceptance  Agreement (i) two duly  completed  copies of
either United States Internal  Revenue Service Form W-8BEN,  W-8ECI or W-8IMY or
successor applicable form, as the case may be, certifying in each case that such
Lender is  entitled  to  receive  payments  under this  Agreement  and the Notes
payable to it,  without  deduction or  withholding  of any United States federal
income  taxes,  and (ii) any other  governmental  forms which are  necessary  or
required  under an  applicable  tax treaty or otherwise by law to eliminate  any
withholding  tax, which have been  reasonably  requested by the  Borrowers.  For
purposes of this Section 4.7(e), a Form W-8BEN completed and delivered by (i) an
Agent or Lender  claiming an exemption  from or a reduced rate of withholding at
source  under an income tax treaty or (ii)  certain  foreign  trusts will not be
considered  duly completed  unless the form contains such Agent or Lender's U.S.
taxpayer  identification  number. Such forms shall be delivered by each non-U.S.
Lender  claiming  complete  exemption from U.S.  federal  withholding tax on all
payments by the Borrowers under this Agreement on or before the date such Lender
becomes a party to this Agreement.  Each non-U.S. Lender hereby represents that,
under  applicable law and treaties in effect on the date of this  Agreement,  no
U.S. federal taxes will be required to be withheld by the Borrowers with respect
to any payments to be made to such non-U.S.  Lender in respect of this Agreement
and the Notes issued to it. Each Lender which  delivers to the Borrowers and the
Agent a Form W-8BEN,  W-8ECI or W-8IMY  pursuant to the next preceding  sentence
further undertakes to deliver to the Borrowers and the Administrative  Agent two
further copies of Form W-8BEN,  W-8ECI or W-8IMY, or successor applicable forms,
or other manner of certification, as the case may be, on or before the date that
any such form expires or becomes  obsolete or after the  occurrence of any event
requiring  a change in the most recent form  previously  delivered  by it to the
Borrowers  and the  Agent,  and  such  extensions  or  renewals  thereof  as may
reasonably be requested by the Borrowers and the Agent certifying in the case of
a Form W-8BEN, W-8ECI or W-8IMY that such Lender is entitled to receive payments
under this  Agreement  without  deduction or  withholding  of any United  States
federal income taxes. If an event  (including  without  limitation any change in
treaty,  law or regulation) has occurred prior to the date on which any delivery
required by the preceding sentence would otherwise be required which renders all
such forms  inapplicable  or which would prevent any Lender from duly completing
and  delivering  any such  letter or form  with  respect  to it and such  Lender
advises the Borrowers and the Agent that it is not capable of receiving payments
without any deduction or  withholding  of United States federal income tax, such
Lender shall not be required to deliver such forms. The Borrowers shall withhold
tax at the rate and in the manner required by the laws of the United States with
respect to payments  made to a Lender  failing to timely  provide the  requisite
Internal  Revenue  Service forms without  making any  additional  payments under
Section 4.7(a).



                                       50
<PAGE>

         (f) If any Lender claims  exemption from, or reduction of,  withholding
tax by  providing  IRS Form  W-8BEN,  W-8ECI or W-8IMY  and such  Lender  sells,
assigns or  otherwise  transfers  all or part of the Lender  Obligations  of the
Borrowers  to any other  Lender,  such Lender  agrees to notify the Agent of the
amount of such  transfer  to the extent of such  amount in which it is no longer
the owner of Lender  Obligations of the Borrowers to such Lender.  To the extent
of such percentage  amount,  the Agent will treat such Lender's IRS Form W-8BEN,
W-8ECI or W-8IMY, as the case may be, as no longer valid.

         Each Lender and the Agent agrees to use reasonable efforts to change
its lending office to avoid or minimize any amounts which might otherwise be
payable pursuant to this Section 4.7.

     Section 4.8. Mitigation of Expenses. Each Lender and the Agent agrees that,
as promptly as practicable after it becomes aware of any circumstances  referred
to in  Section  2.13,  2.14 or 4.7 which  would  result in any  increased  cost,
suspension of the LIBOR Pricing Option or payment of Taxes,  the affected Lender
or the Agent, as the case may be, shall use reasonable efforts to minimize costs
and  expenses  incurred  by it and payable to it by  Borrowers  pursuant to this
Agreement;  provided  that such  efforts  shall not impose on such Lender or the
Agent any additional costs or legal or regulatory  burdens deemed by such Lender
or the Agent in its reasonable judgment to be material.

                          ARTICLE 5. GENERAL COVENANTS

         The Loan Parties covenant that, until all of the Lender Obligations
shall have been paid in full and until the Lenders' commitments to extend credit
under this Agreement and any other Lender Agreement shall have been irrevocably
terminated, they will comply with each of the following provisions:

     Section 5.1.  Taxes and Other  Charges.  The Loan Parties will duly pay and
discharge,  or cause to be paid and discharged,  before the same shall become in
arrears (or in conformity with customary trade terms,  where applicable) (i) all
taxes,  assessments and other governmental charges imposed upon the Loan Parties
and  their  properties,  sales or  activities,  or upon the  income  or  profits
therefrom,  (ii) all claims for labor,  materials  or  supplies  which if unpaid
might by law  become a Lien upon any of its  property,  and  (iii) all  accounts
payable and other Indebtedness incident to their operations;  provided, however,
that any such tax, assessment, charge, claim or Indebtedness need not be paid if
the validity or amount  thereof  shall at the time be contested in good faith by
appropriate  proceedings and if the Loan Parties shall, in accordance with GAAP,
have set aside on their books adequate reserves with respect thereto.



                                       51
<PAGE>

     Section 5.2. Conduct of Business, etc..

         (a) Types of  Business.  The Loan Parties will engage only in the types
of  businesses  in which they are engaged as of the date  hereof and  businesses
related or ancillary thereto.

         (b)  Maintenance of Properties,  Compliance with  Agreements,  etc. The
Loan Parties will, and will cause each of their  Subsidiaries to, (i) keep their
properties in such repair,  working order and condition  (ordinary wear and tear
excepted), and from time to time make such repairs, replacements,  additions and
improvements  thereto,  as their  management deems necessary and appropriate and
comply at all times in all  material  respects  with all  franchises,  licenses,
leases and other  material  agreements  to which any of them is a party so as to
prevent any loss or forfeiture thereof or thereunder,  unless compliance at such
time is being contested in good faith by appropriate  proceedings or unless such
losses or forfeitures  could not in the aggregate result in any Material Adverse
Change  and (ii) do all things  necessary  to  preserve,  renew and keep in full
force and effect and in good  standing the legal  existence and authority of the
Loan Parties and their material Subsidiaries  necessary to continue any of their
businesses;  provided,  however,  that this  Section  5.2(b)  shall not apply to
assets or entities  disposed of in  transactions  permitted  by Section 5.12 and
provided  further  that so long as before  and after  giving  effect  thereto no
Default exists,  with the consent of the Agent,  which shall not be unreasonably
withheld or delayed,  any Loan Party or Subsidiary may merge or consolidate with
or into another Loan Party or Subsidiary.

         (c) Statutory Compliance. The Loan Parties will, and will cause each of
their respective Subsidiaries to, comply in all material respects with all valid
and applicable statutes,  ordinances,  zoning and building codes and other rules
and  regulations of the United States of America,  of the states and territories
thereof and their counties,  municipalities  and other  subdivisions  and of any
foreign country or other jurisdictions  applicable to the Loan Parties and their
material  Subsidiaries,  except where compliance  therewith shall at the time be
contested in good faith by appropriate proceedings or where failure so to comply
could not in the aggregate result in any Material Adverse Change.

         (d) Forest Service  Permits.  Without the prior written  consent of the
Agent (which consent prior to the occurrence of an Event of Default shall not be
unreasonably  withheld),  the Loan Parties will make no changes,  alterations or
amendments to any Forest Service Permit including,  without  limitation,  to any
operative  master plan provided under or incorporated by reference in any Forest
Service  Permit  which  would have or would  reasonably  be  expected  to have a
material  impact on the operations of any Loan Party.  Each Loan Party will well
and truly perform, or cause to be performed, all of its material obligations and
agreements under the Forest Service Permits to which it is a party and under any
renewals or  extensions  thereof and will not do or suffer  anything  which will
impair any Forest Service Permit or which would be a default hereunder.



                                       52
<PAGE>

     Section 5.3.  Insurance.  Each of the Loan Parties will, and will cause its
Subsidiaries  to, maintain at all times,  with  financially  sound and reputable
insurers, insurance with respect to its properties and business and against such
casualties  and  contingencies  in such  types and such  amounts  as shall be in
accordance  with sound  business  practices and reasonably  satisfactory  to the
Lenders.  Such insurance will be deemed satisfactory so long as each of the Loan
Parties and their Subsidiaries (i) keep their material physical property insured
against fire and extended  coverage risks in amounts and with deductibles  equal
to those  generally  maintained by businesses of similar size engaged in similar
activities, (ii) maintain all such workers' compensation or similar insurance as
may be  required by law,  and (iii)  maintain,  in amounts and with  deductibles
equal to those  generally  maintained  by  businesses of similar size engaged in
similar activities, general public liability insurance against claims for bodily
injury,  death or property  damage  occurring on, in or about the  properties of
each of the Loan Parties, and product liability insurance.  A description of the
material  elements  of  insurance   coverage  of  the  Loan  Parties  and  their
Subsidiaries as of the date hereof is set forth on Schedule 5.3.

     Section 5.4.  Financial  Statements  and Reports.  Each of the Loan Parties
will maintain a system of  accounting in which full and correct  entries will be
made of all dealings and  transactions in relation to their business and affairs
in accordance with GAAP. The fiscal year of each of the Loan Parties will end on
the Friday closest to the end of October in each year.

         (a) Annual Statements.  The Loan Parties will furnish to the Lenders as
soon as available  and in any event within 100 days after the end of each fiscal
year, the Consolidated and unaudited  Consolidating  balance sheet and statement
of income of each of the Loan Parties and their Subsidiaries,  respectively,  as
at the end of such fiscal year and the Consolidated and unaudited  Consolidating
statements of changes in shareholders' equity and cash flows of the Loan Parties
and their Subsidiaries,  respectively, for such year (all in reasonable detail),
together with  comparative  figures for the preceding fiscal year (computed on a
pro forma basis if necessary), and accompanied by:

                  (i)  unqualified  reports  or  certificates  of Ernst & Young,
         L.L.P.  (or, if they cease to be auditors of the Loan Parties and their
         Subsidiaries,  independent  certified public  accountants of recognized
         standing  reasonably  satisfactory to the Lenders),  to the effect that
         they have audited such Consolidated  financial statements in accordance
         with  GAAP and that  such  Consolidated  financial  statements  present
         fairly, in all material respects, the financial position of the Persons
         covered  thereby  at  the  dates  thereof  and  the  results  of  their
         operations for the periods covered thereby in conformity with GAAP;

                  (ii) the statement of such  accountants  that they have caused
         this  Agreement to be reviewed and that in the course of their audit of
         the Loan  Parties  and  their  Subsidiaries  nothing  has come to their
         attention to lead them to believe that any Default hereunder exists and
         in particular  that they have no knowledge of any Default under Section
         5.5 or, if such is not the case,  specifying  such  Default or possible
         Default  and  the  nature  thereof,   it  being   understood  that  the
         examination  of such  accountants  cannot be  relied  upon to give them
         knowledge of any such  Default  except as it relates to  accounting  or
         auditing matters;



                                       53
<PAGE>

                  (iii) a Compliance Certificate:

                            (A) to the effect that such  officer has caused this
                  Agreement to be reviewed by the Borrowers and has no knowledge
                  of  any  Default,  or if  such  officer  has  such  knowledge,
                  specifying  such  Default  and the  nature  thereof,  and what
                  action the Borrowers have taken, are taking or propose to take
                  with respect thereto,

                            (B) stating what  changes,  if any, have occurred in
                  GAAP since the date of the financial  statements  described in
                  Section 6.2, and

                            (C)   containing   a   schedule   of    computations
                  demonstrating, as of the close of such fiscal year, compliance
                  with the Computation Covenants; and

                            (D) supplements to Schedules  6.1(a) and 6.4 showing
                  any  changes in the  information  set forth in such  Schedules
                  during such fiscal year; provided that the Borrowers shall not
                  be required to  supplement  Schedule 6.4 to identify any Liens
                  or Guarantees  arising after the Restatement  Date that secure
                  obligations of less than $500,000.

         (b) Quarterly Reports.  The Loan Parties will furnish to the Lenders as
soon as available and, in any event, within 50 days after the end of each fiscal
quarter, internally prepared Consolidated and Consolidating balance sheets as at
the end of such quarter, and Consolidated and Consolidating statements of income
and cash flows of the Loan Parties and their  Subsidiaries  for such quarter and
other related information  including a report of asset sales (excluding Excluded
Asset Sales) and additions to and  reductions  in Adjusted  Incurred Real Estate
Costs that  occurred  within such fiscal  quarter  (all in  reasonable  detail),
accompanied by a Compliance Certificate:



                                       54
<PAGE>

                  (i) to the effect  that such  financial  statements  have been
         prepared in accordance  with GAAP and present  fairly,  in all material
         respects,  the  financial  position  of  the  Loan  Parties  and  their
         respective  Subsidiaries  at the dates thereof and the results of their
         operations  for the periods  covered  thereby,  subject  only to normal
         year-end audit adjustments and the addition of footnotes;

                  (ii) to the effect that such officer has caused this Agreement
         to be reviewed by the Borrowers and has no knowledge of any Default, or
         if such  officer has such  knowledge,  specifying  such Default and the
         nature thereof and what action the Borrowers have taken,  are taking or
         propose to take with respect thereto, and

                  (iii)  containing a schedule of  computations by the Borrowers
         demonstrating,  as of the close of such fiscal quarter, compliance with
         the Computation Covenants.

         (c) Monthly  Reports.  The Loan  Parties will furnish to the Lenders as
soon as available and, in any event, within 40 days after the end of each fiscal
month, an internally prepared  Consolidated  balance sheet as at the end of such
month, and Consolidated  statements of income and cash flows of the Loan Parties
and their Subsidiaries for such month and other related  information.

         (d) Other Reports. The Loan Parties will furnish to the Lenders:

                  (i) as soon as  available,  and in any  event  within  40 days
         after the end of each fiscal year, an annual  budget  and/or  operating
         projections for the upcoming fiscal year of the Loan Parties;

                  (ii) as soon as available,  any material  updates,  if any, of
         such budget and projections;

                  (iii) as soon as available,  all management  letters furnished
         to the Loan Parties by their auditors;

                  (iv) as soon as  practicable  but,  in any  event,  within  20
         Business  Days after the issuance  thereof,  all budgets,  projections,
         statements of operations  and other material  reports  furnished by the
         Loan  Parties  or  any  of  their   Subsidiaries   generally  to  their
         shareholders  in such  capacity  (but not  including  any such budgets,
         projections,  statements  of  operations  and  other  material  reports
         furnished  to the Board of Directors of any entity of the BCG Group but
         not otherwise made generally available);

                  (v) as  soon as  practicable  but,  in any  event,  within  20
         Business Days after the issuance thereof, such registration statements,
         proxy  statements  and  reports,  if any,  as may be  filed by the Loan
         Parties or any Subsidiary with the Securities and Exchange  Commission;
         and

                  (vi) as soon as the same have been  sent or  received  by TLC,
         copies of all material  written  notices,  financial  reports and other
         information  under the NMP Transaction  Agreements,  including  without
         limitation  the Annual Plan  delivered  under  Section  6.11 of the NMP
         Operating  Agreement,  the financial  reports and audit delivered under
         Sections  10.5 and 10.6 of the NMP Operating  Agreement,  but excluding
         notices of  distributions  and tax information  under the NMP Operating
         Agreement.



                                       55
<PAGE>

         (e) Notice of  Litigation;  Notice of  Defaults.  The Loan Parties will
promptly  furnish  to  the  Agent  written  notice  of  any  litigation  or  any
administrative or arbitration proceeding to which any of the Loan Parties or any
Subsidiary  may hereafter  become a party which may involve any material risk of
any judgment which, after giving effect to any applicable insurance,  may result
in a claim  of  more  than  $500,000  against  any of the  Loan  Parties  or any
Subsidiary.  Within five Business Days after acquiring  knowledge  thereof,  the
Loan Parties will notify the Lenders of the existence of any Default, specifying
the nature  thereof and what action the Loan Parties  have taken,  are taking or
propose to take with respect thereto.

         (f) ERISA Reports. The Loan Parties will:

                  (i)  furnish  the  Lenders  with a copy of any  request  for a
         waiver of the funding  standards or an  extension  of the  amortization
         period  required by Sections 303 and 304 of ERISA or Section 412 of the
         Code,  promptly  after any Control Group Person submits such request to
         the Department of Labor or the Internal Revenue Service;

                  (ii) notify the Lenders of any reportable event (as defined in
         Section  4043 of ERISA),  unless the notice  requirement  with  respect
         thereto has been waived by regulation, promptly after any Control Group
         Person learns of such reportable  event; and furnish the Lenders with a
         copy of the notice of such  reportable  event required to be filed with
         the PBGC, promptly after such notice is required to be given;

                  (iii)  furnish the Lenders with a copy of any notice  received
         by any Control Group Person that the PBGC has  instituted or intends to
         institute  proceedings  under  Section 4042 of ERISA to  terminate  any
         Plan, or that any Multiemployer  Plan is insolvent or in reorganization
         status under Title IV of ERISA, promptly after receipt of such notice;

                  (iv) notify the Lenders of the  possibility of the termination
         of any Plan by its administrator  pursuant to Section 4041 of ERISA, as
         soon as any Control Group Person learns of such  possibility and in any
         event prior to such termination; and furnish the Lenders with a copy of
         any notice to the PBGC that a Plan is to be terminated,  promptly after
         any Control Group Person files a copy of such notice; and

                  (v) notify the Lenders of the intention of the Loan Parties or
         any Control  Group  Person to withdraw,  in whole or in part,  from any
         Multiemployer  Plan, prior to such  withdrawal,  and, upon any Lender's
         request from time to time, of the extent of the  liability,  if any, of
         such  Person  as a result  of such  withdrawal,  to be the best of such
         Person's knowledge at such time.



                                       56
<PAGE>

         (g)  Right to Obtain  Appraisals.  The  Agent  shall  have the right to
obtain  from  time  to  time,  at  the  Borrowers'  cost  and  expense,  updated
Appraisals,  provided  that so long as no Default or Event of Default shall have
occurred and be continuing,  the Borrowers  shall only be obligated to reimburse
the Agent for its costs and  expenses  related  to one  updated  Appraisal  each
fiscal  year.  The costs and  expenses  incurred by the Agent and the Lenders in
obtaining such Appraisals shall be paid by the Borrowers  forthwith upon billing
or request by the Agent for reimbursement therefor.

         (h) Reports to Other  Creditors.  Promptly  after filing the same,  the
Loan Parties shall furnish to the Agent and each Lender copies of any compliance
certificate and other material information  furnished to any other holder of the
securities  (including  debt  obligations) of the Loan Parties or any Subsidiary
pursuant to the terms of any indenture,  loan or credit or similar agreement and
not otherwise  required to be furnished to the Agent or the Lenders  pursuant to
any other provision of this Agreement.

         (i)  Communications  with  Independent  Public   Accountants.   At  any
reasonable  time and from time to time, the Loan Parties shall provide the Agent
and the Lenders and any agents or  representatives  of the Lenders access to the
independent  public accountants of the Loan Parties to discuss the Loan Parties'
financial condition,  including,  without limitation any recommendations of such
independent public accountants  concerning the management,  finances,  financial
controls or  operations  of the Loan  Parties and their  Subsidiaries.  Promptly
after the receipt thereof,  the Loan Parties shall furnish to the Agent and each
Lender  copies of written  management  letters,  required  communications  under
S.A.S.  #61 and other  similar  communications  from the Loan  Parties'  regular
independent public accountants.

         (j) Environmental  Reports. The Loan Parties shall furnish to the Agent
and each  Lender:  (i) not later than  twenty  (20) days after  notice  thereof,
notice of any  enforcement  actions,  or, to the  knowledge of the Loan Parties,
threatened  enforcement  actions affecting the Loan Parties or any Subsidiary by
any  Governmental  Agency related to Environmental  Laws; (ii) copies,  promptly
after they are received,  of all orders,  notices of responsibility,  notices of
violation,  notices of enforcement actions, and assessments,  and other material
written  communications  pertaining  to any such  orders,  notices,  claims  and
assessments received by the Loan Parties or any Subsidiary from any Governmental
Agency;  (iii) not later than twenty (20) days after notice  thereof,  notice of
any material civil claims or threatened material civil claims affecting the Loan
Parties or any Subsidiary by any third party alleging any material  violation of
Environmental  Laws or harm to human health or the  environment;  (iv) copies of
all cleanup plans, site assessment reports,  response plans, remedial proposals,
or other material submissions of the Loan Parties or any Subsidiary, other third
party (e.g., committee of potentially  responsible parties at a Superfund site),
or any  combination of same,  submitted to a Governmental  Agency in response to
any  communication  referenced  in  subsections  (i) and  (ii)  herein  promptly
following their  submission to such  Governmental  Agency;  or, if later,  their
receipt by the Loan Parties.



                                       57
<PAGE>

         (k) Other Information. From time to time upon request of any authorized
officer of the Agent,  the Loan  Parties  will furnish to the Lenders such other
information  regarding  the  business,  affairs  and  condition,   financial  or
otherwise,  of each of the Loan Parties and their  Subsidiaries  as such officer
may reasonably request, including copies of all licenses, agreements, contracts,
leases and  instruments  to which any of the Loan Parties or their  Subsidiaries
are party. Upon reasonable notice to the Loan Parties,  the Lenders'  authorized
officers and  representatives  shall have the right during normal business hours
to  examine  the  books  and  records  of each of the  Loan  Parties  and  their
Subsidiaries,  to make  copies,  notes and  abstracts  therefrom  and to make an
independent  examination of its books and records,  for the purpose of verifying
the  accuracy  of the  reports  delivered  by any of the Loan  Parties and their
Subsidiaries  pursuant  to  this  Section  5.4  or  otherwise  and  ascertaining
compliance with this Agreement or any other Credit Document.

         (l) Records, Accounts and Places of Business. The Loan Parties and each
Subsidiary  shall promptly  notify the Agent of (a) any changes in the principal
places  of  business  of the Loan  Parties  and their  Subsidiaries  and (b) any
additional places of business which may arise hereafter.

     Section 5.5. Certain Financial Tests

         (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
   -------------------------------------------------------------

   February 1, 2002 through January 31, 2005     $25,000,000
   April 30, 2005 and thereafter                 $28,000,000
   -------------------------------------------------------------



                                       58
<PAGE>

         (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,  commencing  with the  quarter  ending  April  30,  2002,  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 1.3:1.

         (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 October 29, 2004          .45:1
   October 30, 2004 through October 28, 2005      .40:1
   Thereafter                                     .35:1
   -------------------------------------------------------------------


     Section 5.6. Indebtedness.  None of the Loan Parties and their Subsidiaries
will create,  incur, assume or otherwise become or remain liable with respect to
any  Indebtedness or obligations  under operating leases having a term in excess
of one year except the following:

         (a) Indebtedness in respect of the Lender Obligations.

         (b) Guarantees permitted by Section 5.7.

         (c) Current  liabilities,  (other than for Financing Debt and operating
leases),  incurred in the ordinary course of business;  provided,  however, that
all such  Indebtedness,  including without  limitation trade payables,  shall be
paid in accordance with Section 5.1.

         (d) To the  extent  that  payment  thereof  shall  not at the  time  be
required  by  Section  5.1,  Indebtedness  in  respect  of  taxes,  assessments,
governmental charges and claims for labor, materials and supplies.

         (e) Indebtedness secured by Liens of carriers, warehousemen,  mechanics
and landlords and similar liens permitted by Sections 5.8(e) and 5.8(f).

         (f)  Indebtedness in respect of (a) judgments or awards in an aggregate
amount of less than or equal to  $2,000,000  (in addition to amounts  covered by
insurance)  and (b) judgments or awards in excess of $2,000,000  (in addition to
amounts  covered  by  insurance)  (i) which have been in force for less than the
applicable appeal period, so long as execution is not levied, or (ii) in respect
of which the Loan  Parties  shall at the time in good  faith be  prosecuting  an
appeal or proceedings for review,  so long as execution  thereof shall have been
stayed pending such appeal or review.



                                       59
<PAGE>

         (g) To the extent  permitted by Section 5.8(g) or (i),  Indebtedness in
respect of Capitalized  Lease  Obligations or secured by purchase money security
interests or mortgages;  provided,  however, that the aggregate principal amount
of all  Indebtedness  permitted to be incurred by this Section  5.6(g) after the
Restatement Date shall not exceed $5,000,000 at any one time outstanding.

         (h)  Obligations  in respect of (i) leases and permits  with the Forest
Service with respect to real property  used in connection  with the operation of
the  resorts and (ii) other  operating  leases  with a minimum  initial  term of
greater  than one year,  provided the basic annual  rental  payments  under such
other operating  leases do not exceed in the aggregate  $4,000,000 in any fiscal
year.

         (i) Indebtedness with respect to deferred  compensation in the ordinary
course of business and  Indebtedness  with respect to employee  benefit programs
(including liabilities in respect of deferred compensation, pension or severance
benefits, early termination benefits,  disability benefits, sick leave, vacation
benefits and tuition benefits) incurred in the ordinary course of business.

         (j) Indebtedness in respect of customer advances and deposits, deferred
income, deferred gains, deferred taxes and other deferred credits arising in the
ordinary course of business.

         (k) Indebtedness in respect of inter-company loans and advances between
and among the Loan Parties and their  Subsidiaries  which are not  prohibited by
Section 5.9.

         (l)  Indebtedness  in  respect of the Senior  Unsecured  Notes,  not to
exceed  $125,500,000 in aggregate  principal amount less the original  principal
amount of the Term Loans that have been issued and outstanding for at least five
(5) Business Days.

         (m)  Indebtedness in respect of the ASC  Subordinated  Note;  provided,
however,  that the aggregate  principal amount of such Indebtedness shall not in
the aggregate exceed $1,800,000.

         (n)  Indebtedness  in respect of  obligations  outstanding  on the date
hereof and described on Schedule 5.6(n).



                                       60
<PAGE>

         (o)  Indebtedness  incurred by BCS Holdings in respect of Interest Rate
Protection  Agreements  with any Lender (or an  Affiliate  of any Lender) at the
time such arrangement is entered into.

         (p) Other  Indebtedness in an aggregate  principal amount not to exceed
$500,000 at any time outstanding.

     Section  5.7.  Guarantees;  Letters of Credit.  None of the Loan Parties or
their  Subsidiaries  will become or remain liable with respect to any Guarantee,
including reimbursement  obligations under letters of credit and other financing
guarantees  by  third  parties,   except  as  contemplated  by  (i)  the  Lender
Agreements,  (ii) the Senior  Indenture,  to the extent such  Guarantees  are of
Indebtedness  permitted by Section 5.6(l), (iii) the ASC Subordinated Note, (iv)
a guarantee by BCS Holdings of workers'  compensation  liabilities  of Ski Lifts
and (v)  Guarantees of  Indebtedness  permitted to be incurred under Section 5.6
hereof  of any of the Loan  Parties  by a Loan  Party or a  Subsidiary  and (vi)
Guarantees in connection  with  performance and surety bonds entered into in the
ordinary  course of business.  Schedule  5.7(a)  contains a list of all material
performance and surety bonds which contain  Guarantees by the Loan Parties as of
the  Restatement  Date.  Schedule  5.7(b)  hereto  is a  complete  list  of  all
outstanding letters of credit issued for the benefit of any Loan Party as of the
Restatement Date.

     Section 5.8. Liens.  None of the Loan Parties or any of their  Subsidiaries
will  create,  incur or enter  into,  or suffer to be created or  incurred or to
exist,  any Lien,  or any  arrangement  or  agreement  which  prohibits  it from
creating any Lien, on its respective properties or assets, except the following:

         (a) Liens  included  in any  Lender  Agreement  and Liens on the Credit
Security which secure the Lender Obligations.

         (b) Liens to secure taxes,  assessments and other governmental charges,
to the extent that payment  thereof shall not at the time be required by Section
5.1.

         (c)  Deposits  or pledges  made (i) in  connection  with,  or to secure
payment of, workers' compensation,  unemployment insurance,  old age pensions or
other  social  security,   (ii)  in  connection  with  insurance  maintained  in
accordance with Section 5.3, (iii) to secure the  performance of bids,  tenders,
contracts (other than contracts  relating to Financing Debt) or leases,  (iv) to
secure statutory obligations or surety or appeal bonds, (v) to secure indemnity,
performance or other similar bonds in the ordinary course of business or (vi) in
connection with contests of tax or other  liabilities to the extent that payment
thereof shall not at that time be required by Section 5.1.

         (d) Liens in respect of  judgments  or awards,  to the extent that such
judgments or awards are permitted by Section 5.6(f).



                                       61
<PAGE>

         (e) Liens of carriers,  warehousemen,  mechanics  and similar  Liens or
deposits to secure the release thereof.

         (f) Liens in the nature of (i)  zoning  restrictions,  (ii)  easements,
rights  of way and  similar  interests,  (iii)  restrictions  of  record  on the
Restatement  Date on the use of real property and (iv)  landlords'  and lessors'
Liens on rented premises,  which in each case do not materially detract from the
value of the  encumbered  property or  materially  impair the use thereof in the
business of the Loan Parties.

         (g) Liens in respect of Capitalized  Lease  Obligations  incurred after
the Restatement Date and purchase money security  interests in or purchase money
mortgages on real or personal  property  acquired  after the  Restatement  Date,
including agreements to enter into Capitalized Lease Obligations, purchase money
security  interests  and purchase  money  mortgages,  to secure  purchase  money
Indebtedness  to the extent  permitted by Section 5.6(g)  incurred in connection
with the  acquisition  of such property,  which security  interests or mortgages
cover only the real or personal  property so acquired and  proceeds  thereof and
reasonable attachments and accessories thereto.

         (h) Liens securing  obligations under the ASC Subordinated Note, to the
extent permitted by Section 5.6(m).

         (i) Other existing Liens and Capitalized Lease Obligations described on
Schedule  6.4 on the  property  secured  by such  Liens or the  subject  of such
Capitalized  Lease as of the  Restatement  Date and any renewals or replacements
thereof, but not any increase in the amount thereof.

         (j) Liens under the NMP Transaction Agreements.

         Upon the request of any Loan Party, so long as there is no Default, the
Lenders shall upon delivery of such information as may be reasonably requested
by Lenders (including, without limitation, title endorsements) subordinate all
Liens under the Mortgages and Security Agreements to any Liens referred to in
Section 5.8(f)(ii) and (iii) above, and the Agent shall be empowered to take all
action necessary to effect such subordination on behalf of the Lenders. The
Borrowers shall reimburse the Agent for any costs and expenses (including,
without limitation, reasonable legal and accounting fees, attorneys' fees and
expenses) it reasonably incurs in connection with any request made pursuant to
the preceding sentence.

     Section 5.9.  Investments.  None of the Loan Parties and their Subsidiaries
will have outstanding,  acquire, commit itself to acquire or hold any Investment
(including any Investment  consisting of the acquisition of any business) except
for the following:



                                       62
<PAGE>

         (a) Investments in cash and Cash Equivalents.

         (b) Trade or customer  accounts or notes  receivable  for  inventory or
equipment sold or leased or services rendered in the ordinary course of business
and for real estate permitted to be sold pursuant to Section 5.12 hereof.

         (c)  Advances to  employees,  agents and  consultants  in the  ordinary
course of business,  including,  but not limited to,  travel,  payroll and other
expenses incurred in the ordinary course of business.

         (d)  Investments  representing  Indebtedness  of any Person  owing as a
result of the sale by any Loan Party or a Subsidiary  in the ordinary  course of
business to such Person of products or services or the sale of tangible property
no longer required in its business.

         (e) Capital  Expenditures  and options to make Capital  Expenditures to
the extent permitted by Section 5.11.

         (f) Investments by any Loan Party in any other Loan Party.

         (g)  Investments  consisting  of loans to  employees of any of the Loan
Parties provided that the aggregate  outstanding  principal amount of such loans
shall not at any time exceed $500,000.

         (h) Investments  consisting of contingent liabilities of any Loan Party
represented by endorsements of negotiable  instruments for collection or deposit
in the ordinary course of business,  and advances,  deposits,  down payments and
prepayments  on account of certain  firm  purchase  orders made in the  ordinary
course of business.

         (i) Investments described on Schedule 6.4.

         (j)  Investments by BCS Holdings that comprise part of an Interest Rate
Protection Agreement.

         (k) Investments  consisting of the holdback under the Loon  Acquisition
Agreement.

         (l)  Investments in joint ventures  consisting of the  contribution  of
Excess Real  Property by the Loan Parties up to an aggregate  amount at any time
not to exceed $10,000,000 in net book value of such Excess Real Property.

         (m) Other Investments,  whether consisting of cash or property,  not to
exceed  $1,000,000 for any one  Investment or related series of Investments  and
not to exceed $3,000,000 in the aggregate.

         (n)  Investments  which are  Guarantees  permitted  under  Section  5.7
hereof.



                                       63
<PAGE>

         (o) That certain  Subordinated Secured Convertible Note dated September
22,  2000,  issued  by TLH to TLC  pursuant  to  the  First  Northstar  Purchase
Agreement and in any interest in NMP pursuant to any conversion  right contained
in such note.

     Section   5.10.   Distributions.   None  of  the  Loan  Parties  and  their
Subsidiaries shall make any Distribution except for the following:

         (a) The Loan  Parties may pay  dividends  through the issuance of their
Stock and, so long as  immediately  before and after  giving  effect  thereto no
Default  exists,  the Loan  Parties  may make  Distributions  consisting  of the
exchange of one class of Stock for another class of Stock.

         (b) So long as before  and  after  giving  effect  thereto  no  Default
exists, the Loan Parties may make Distributions to BCS Group to provide funds to
service notes issued under the Securities Purchase Agreement.

         (c) So long as before  and  after  giving  effect  thereto  no  Default
exists, payments of principal and interest due under the ASC Subordinated Note.

         (d) So long as before  and  after  giving  effect  thereto  no  Default
exists, Distributions from one Loan Party to any other Loan Party.

     Section 5.11. Capital Expenditures. The Loan Parties will not make or incur
Capital Expenditures during any four consecutive fiscal quarter period ending as
of the applicable  date set forth below in excess of the  applicable  amount set
forth opposite such date:

     ---------------------------------------------------------------------
                                                      Maximum
     Four Quarter Period Ending (on or about)         Capital Expenditures

     ---------------------------------------------------------------------
     January 31, 2003                                 $22,000,000
     January 31, 2004                                 $14,000,000
     January 31, 2005                                 $14,000,000
     October 31, 2005                                 $14,000,000
     ---------------------------------------------------------------------


To the extent that actual Capital Expenditures made or incurred by the Loan
Parties are less than the maximum amount set forth above for any applicable
four-quarter period, the maximum permitted Capital Expenditure amount for the
succeeding four-quarter period shall be increased by such unused amount up to an
aggregate amount equal to fifty percent (50%) of such maximum permitted amount
for the preceding four quarter period.



                                       64
<PAGE>

     Section 5.12.  Merger and Dispositions of Assets;  Release of Liens; Use of
Certain Proceeds.  None of the Loan Parties will become a party to any merger or
consolidation,  and none of the Loan  Parties  will sell,  sell and lease  back,
lease,  sublease or otherwise dispose of any of its assets or interests therein;
provided,  however, that so long as immediately prior to and after giving effect
thereto no Default exists:

         (a) the Loan Parties may consummate Excluded Asset Sales;

         (b) the Loan  Parties  may  consummate  Permitted  Real  Estate  Sales;
provided,  however,  that the Excess Cash Proceeds from any such  Permitted Real
Estate Sale shall be applied to prepay the Term Loans to the extent  provided in
Section 4.1(c) hereof;

         (c) with the  consent  of the Agent  which  shall  not be  unreasonably
withheld or delayed,  any Loan Party or Subsidiary may merge or consolidate with
or into another Loan Party or Subsidiary;

         (d) the Loan  Parties  may sell or dispose of any parcel of Excess Real
Property; provided, however, that:

                  (i)   each   applicable    municipal   authority    exercising
         jurisdiction over the parcel of Excess Real Property has approved a lot
         split ordinance or other applicable action under local law dividing the
         parcel of Excess  Real  Property  from the  remainder  of the  property
         subject  to  any  of  the   Mortgages   and   assigning   separate  tax
         identification numbers to each;

                  (ii) no part of the remaining real property  subject to any of
         the  Mortgages  shall be part of a tax lot affecting any portion of the
         parcel of Excess Real Property;

                  (iii) all  requirements  under all laws,  statutes,  rules and
         regulations (including,  without limitation, all zoning and subdivision
         laws,  setback  requirements,   sideline  requirements,  parking  ratio
         requirements, use requirements and building and fire code requirements)
         applicable to the property subject to any of the Mortgages necessary to
         accomplish the lot split shall have been fulfilled;

                  (iv) as a result  of the lot  split,  the  remaining  property
         subject  to any of  the  Mortgages  will  not  be in  violation  of any
         applicable  law,  statute,  rule  or  regulation  (including,   without
         limitation,  all zoning and  subdivision  laws,  setback  requirements,
         sideline requirements, parking ratio requirements, use requirements and
         building and fire code  requirements) and all necessary  variances,  if
         any, shall have been obtained;

                  (v) appropriate reciprocal easement agreements for the benefit
         and burden of the  remaining  property  subject to any of the Mortgages
         and the  parcel of Excess  Real  Property  regarding  the use of common
         facilities of such parcels,  including, but not limited to, open areas,
         ski lifts, ski trails, roadways,  parking areas, utilities,  snowmaking
         facilities  and community  facilities by the occupants of the remaining
         property  subject to any of the Mortgages and the parcel of Excess Real
         Property,  in a form and substance reasonably acceptable to Agent shall
         be declared and recorded;



                                       65
<PAGE>

                  (vi) BCS  Holdings  shall have  delivered to Agent one or more
         endorsements to the title insurance  policies  insuring the Lien of the
         applicable Mortgage or such other evidence reasonably acceptable to the
         Agent  insuring  that,  after giving effect to such release,  the title
         insurance policies insuring the Lien of the applicable  Mortgage are in
         full force and effect and unaffected by such release;

                  (vii) Each of the Loan Parties with an interest in such Excess
         Real Property  shall execute such  documents and  instruments  as Agent
         shall reasonably require in connection with the foregoing; and

                  (viii) the aggregate  consideration  received from the sale of
         Excess Real Property in any fiscal year shall not exceed $5,000,000.

         provided, further, that the Agent may consent to a waiver of any of the
         requirements  listed  in  clauses  (i)  through  (viii)  above  in  its
         reasonable judgment.

         (e) the Loan Parties may  consummate  sales or other  transfers of real
estate  by TLC to TLH in  accordance  with  the  terms  of the  First  Northstar
Purchase Agreement; and

         (f) the Loan Parties may, as lessor,  enter into  commercial  leases in
the ordinary course of business of the Loan Parties.

     Upon the  transfer  of any parcel of the Excess  Real  Property or upon any
Permitted  Real Estate Sale or Excluded  Asset Sale, and upon the request of any
such Loan Party,  so long as there is no Default,  the Lenders shall release all
Liens under the Mortgages or Security Agreements to which such asset is subject,
provided  that the Loan Parties  shall  reimburse  the Lenders for any costs and
expenses  (including,   without  limitation,   reasonable  attorneys'  fees  and
expenses)  they  incur  arising in  connection  the  subordination  of any Lien,
transfer  of the  asset  and any  release  of such  asset  from  the Lien of the
Mortgages or the Security Agreements. Upon the lease of any property pursuant to
Exhibit O of the NMP Operating  Agreement,  the Lenders shall  subordinate  such
Liens to such lease.

     Section  5.13.  Subsidiaries.  Each  of the  Loan  Parties  shall  have  no
Subsidiaries  other than (a) as set forth on  Schedule  6.1(a) and (b)  domestic
Subsidiaries  formed  after  the  Restatement  Date  so  long  as the  following
conditions  are  satisfied:  (i) the Agent has  reviewed  and  approved  charter
documents,  by-laws  and other  instruments  relating to the  formation  of such
Subsidiary;  (ii) such  Subsidiary  has joined in this  Agreement,  jointly  and
severally,  as a borrower,  or has executed an unlimited  guaranty of all Lender
Obligations,  each on terms and conditions acceptable to the Agent; (iii) all of
the issued and outstanding  capital stock of such Subsidiary has been pledged to
the Agent to secure the Lender Obligations  pursuant to the Security Agreements;
(iv) the Subsidiary has granted to the Agent a mortgage of and security interest
in all of its assets pursuant to mortgages and security  agreements on terms and
conditions  acceptable  to Agent;  (v) an opinion or opinions of counsel to such
Subsidiary  covering such matters as the Agent may  reasonably  request has been
provided to the Agent;  and (vi) the Loan Parties have executed and delivered to
the Agent of such other  documents,  certificates  and opinions as the Agent may
reasonably request.

                                       66
<PAGE>

     Section  5.14.  ERISA.  Each  of the  Loan  Parties  and  their  respective
Subsidiaries  will meet,  and will cause all Control Group Persons to meet,  all
minimum  funding  requirements  applicable  to them  with  respect  to any  Plan
pursuant  to Section  302 of ERISA or Section  412 of the Code,  without  giving
effect  to any  waivers  of  such  requirements  or  extensions  of the  related
amortization  periods  which may be granted.  Each of the Loan Parties and their
respective Subsidiaries will comply, and will cause all Control Group Persons to
comply,  in all material  respects,  with the  provisions  of ERISA and the Code
applicable  to  each  Plan.  At no  time  shall  the  Accumulated  Plan  Benefit
Obligations  under any Plan that is not a  Multiemployer  Plan  exceed  the fair
market value of the assets of such Plan  allocable to such benefits by more than
$250,000.

     Section 5.15. Transactions with Affiliates.  No Loan Party shall effect any
transaction with any of its Affiliates,  other than as permitted by Section 5.18
and other than the  transactions  between or among TLC,  TLH and/or NMP or their
respective  Affiliates  pursuant  to the  NMP  Transaction  Agreements  and  the
agreements  entered into in connection with the NMP Transaction  Agreements on a
basis  less  favorable  to  such  Loan  Party  than  would  be the  case if such
transaction had been effected with a non-Affiliate.

     Section  5.16.  Environmental  Cleanup.  The Loan  Parties  will  develop a
written action plan addressing  those items listed on Schedule 5.16 which if not
addressed would result in a Material Adverse Change, and submit such action plan
to the  Agent on or before  July 1,  2002,  such  action  plan to be  reasonably
acceptable to the Agent.

     Section 5.17.  Cash  Concentration.  The Loan Parties  shall  maintain cash
management system accounts with the Agent (the "Cash Management  System") at all
times prior to the Final Maturity Date. The Cash Management System shall include
all accounts of the Loan Parties except certain  nonmaterial  and trust accounts
excluded  from the Cash  Management  System with the prior consent of the Agent,
such consent not to be unreasonably  withheld.  The Cash Management System shall
include an automatic  weekly transfer to accounts  maintained with the Agent, of
all positive  balances in any deposit or other cash account included in the Cash
Management System.



                                       67
<PAGE>

     Section 5.18. Permitted Management Fees. So long as before and after giving
effect thereto no Default exists, the Loan Parties may pay management fees in an
amount not to exceed $350,000 in any fiscal year.

     Section 5.19. Letters of Credit at Annual Clean-up. At all times during any
Designated  Cleanup Period the accounts of the Loan Parties  maintained with the
Agent, excluding any interest account maintained for the Senior Unsecured Notes,
shall have an aggregate  balance that exceeds the aggregate  amount of Letter of
Credit Exposure with respect to all of the Letters of Credit  previously  issued
and not yet canceled or expired at such time.

     Section 5.20.  Use of  Equipment.  The Loan Parties shall provide the Agent
with 30 days' prior written notice before any Loan Party  removes,  relocates or
maintains any material  tangible  personal property (other than property sold or
otherwise  transferred  pursuant  to Section  5.12) on  property  other than the
Resorts.

     Section 5.21. NMP. Neither TLH nor TLC will enter into, approve, consent to
or otherwise  acquiesce in any material  amendment or modification of any of the
NMP Transaction  Agreements,  except the NMP Non-Residential  Property Agreement
(but only to the extent  that such  amendment  or  modification  does not have a
material impact on the business,  assets, financial condition or income of TLC),
without the prior written  consent of Agent which (a) shall not be  unreasonably
conditioned, withheld or delayed prior to an Event of Default and (b) thereafter
shall be in the sole and absolute discretion of Agent. Neither TLH nor TLC shall
waive any of their  respective  material  rights or grant any  material  consent
requested or permitted under the NMP Transaction  Agreements (other than the NMP
Operating Agreement and the NMP Non-Residential  Property Agreement) without the
prior written consent of Agent which (i) shall not be unreasonably  conditioned,
withheld or delayed prior to an Event of Default and (ii) thereafter shall be in
the sole and absolute discretion of Agent.

     Section 5.22. No Impairment of Cross-Streaming,  Upstreaming, Downstreaming
or Liens.  The Loan  Parties  shall  not,  and  shall  not  cause or permit  any
Subsidiary thereof to, directly or indirectly, enter into or become bound by any
agreement,  instrument,  indenture  or other  obligation  (other than the Lender
Agreements) which could directly or indirectly restrict, prohibit or require the
consent  of any  Person  with  respect  to  (a)  the  payment  of  dividends  or
distributions or the making of intercompany  loans or investments by, between or
among the Loan Parties and any of their  Subsidiaries or stockholders or (b) the
creation of a lien in favor of the Agent,  on behalf of itself and the  Lenders,
as additional collateral for the Lender Obligations,  on the properties or other
assets  of the  Loan  Parties  or such  Subsidiary  (except  for  (i)  customary
restrictions  against  liens on, and  assignments  of,  assets leased and assets
subject to purchase money  financing  permitted  hereunder (ii)  prohibitions or
restrictions  under  applicable  law,  (iii)  customary net worth  provisions or
restrictions on cash or other deposits  contained in leases and other agreements
entered into in the ordinary course of business), (iv) customary prohibitions or
restrictions  with respect to the distribution or disposition of, or creation of
a Lien on,  assets  or  property  pursuant  to  agreements  entered  into in the
ordinary  course of business for the sale of such assets or property and (v) any
such  restrictions  contained in the Senior Indenture or any agreement listed on
Schedule  5.22 or any agreement or  instrument  that replaces or refinances  any
agreement listed on Schedule 5.22 which contains similar restrictions.



                                       68
<PAGE>

     Section 5.23.  Adjusted Incurred Real Estate Costs. The Loan Parties hereby
agree  that  they will make or  commit  to make  Capital  Expenditures  in their
businesses  in an  aggregate  amount  equal to Net Cash  Proceeds  arising  from
Permitted Real Estate Sales, or such greater amount if required under the Senior
Indenture in connection  with such Permitted Real Estate Sales,  within 180 days
of the date of receipt of Net Cash Proceeds giving rise thereto.

     Section  5.24.  Loon  Appraisal.  Within  Sixty (60) days after the Closing
Date,  the Loan Parties  will  deliver to the Agent an updated  Appraisal on the
assets and business of Loon prepared by Sno.engineering,  Inc.  demonstrating an
appraised  value  of not  less  than  $20,000,000  and  in  form  and  substance
satisfactory to the Agent.

     Section 5.25. Miscellaneous Real Estate Documentation. On or before July 1,
2002,  the Loan  Parties  shall  provide  to the Agent the real  estate  related
documentation  set forth on Schedule  5.25 hereto with  respect to the  Property
owned by each of Loon, TLC,  Sierra-at-Tahoe and Ski Lifts in form and substance
satisfactory to the Agent.

     Section  5.26.  Booth Creek Ski  Acquisition.  Booth Creek Ski  Acquisition
shall have no assets nor conduct any business unless the conditions set forth in
Section 5.13(b) are satisfied.

                   ARTICLE 6. REPRESENTATIONS AND WARRANTIES

     In order to  induce  the  Lenders  to  extend  credit  to the Loan  Parties
hereunder, the Loan Parties represent and warrant that:

     Section 6.1. Organization and Business.

         (a)  The  Loan  Parties.   Each  of  BCS  Holdings,   BCS  Acquisition,
Sierra-at-Tahoe,  Bear Mountain, Waterville, Cranmore, DRE and LMRC Holding is a
duly organized and validly existing corporation or limited liability company, as
the case may be, in good standing,  under the laws of the State of Delaware, TLC
is a duly organized and validly existing  corporation,  in good standing,  under
the laws of the State of  California,  Ski Lifts is a duly organized and validly
existing  corporation,  in  good  standing,  under  the  laws  of the  State  of
Washington,  and each of Loon and Loon  Realty is a duly  organized  and validly
existing  corporation,  in good  standing,  under  the laws of the  State of New
Hampshire, each with all power and authority,  corporate or otherwise, necessary
to (i) enter into and perform each of this Agreement and other Lender Agreements
to which it is party,  (ii) grant the  Lenders  the  security  interests  in the
Credit  Security owned by it to secure the Lender  Obligations as applicable and
(iii) own its  properties and carry on the business now conducted by it. Each of
the Loan Parties has taken all  corporate  or other action  required to execute,
deliver and perform each of this Agreement and other Lender  Agreements to which
it is party.  Certified  copies of the  Charter,  certificate  of  formation  or
limited liability  company  agreement,  as applicable,  and By-laws or operating
agreement,  as  applicable,  of each of the Loan  Parties  have been  previously
delivered  to the Agent and are correct and  complete.  Schedule  6.1(a) as from
time to time  hereafter  supplemented  in  accordance  with  Section  5.4(a)  or
otherwise by written  notice to the  Lenders,  sets forth (a) the exact name and
taxpayer  identification  number of each Loan Party and its Subsidiaries as such
name appears on the  organizational or formation  documents of such entity,  (b)
the  jurisdiction  of  incorporation  or organization of each Loan Party and its
Subsidiaries,  (c) the  principal  place of  business of each Loan Party and its
Subsidiaries'  as of the date  hereof  and at any time  within the past five (5)
years and (d) the name under  which each of the Loan  Parties  and  Subsidiaries
conducts its business and the jurisdictions in which the name is used.



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<PAGE>

         (b) Qualification.  As set forth on Schedule 6.1(b) hereto, each of the
Loan  Parties  is  duly  and  legally  qualified  to do  business  as a  foreign
corporation  and is in good standing in each state or jurisdiction in which such
qualification is required and is duly  authorized,  qualified and licensed under
all laws, regulations, ordinances or orders of public authorities, or otherwise,
to  carry  on its  business  in the  places  and in the  manner  in  which it is
conducted, except for failures to be so qualified,  authorized or licensed which
would not in the aggregate result, or pose a material risk of resulting,  in any
Material Adverse Change.

     Section 6.2. Financial  Statements and Other Information.  The Loan Parties
have  previously  furnished  to  the  Lenders  copies  of the  Consolidated  and
Consolidating  balance  sheets of the Loan  Parties as at  November  2, 2001 and
February 1, 2002 and  Consolidated and  Consolidating  statements of operations,
changes  in  shareholders'  equity and cash  flows of the Loan  Parties  for the
periods then ended.  The  Consolidated and  Consolidating  financial  statements
(including the notes thereto,  subject,  in the case of any unaudited  financial
statements,  to the absence of footnote disclosure and normal year-end and audit
adjustments)  referred to above were prepared in accordance with GAAP and fairly
present, in all material respects, the financial position of the Persons covered
thereby at the respective  dates thereof and the results of their operations for
the  periods  covered  thereby.  No Loan Party or any  Subsidiary  has any known
material contingent liability, which would have been required to be disclosed in
accordance  with GAAP,  and which is not  reflected  in the most recent  balance
sheet referred to above or the notes thereto.

     Section 6.3.  Changes in  Condition.  Since  November 2, 2001,  no Material
Adverse  Change has  occurred,  and the Loan  Parties  have not entered into any
material  transaction  outside the  ordinary  course of business  except for the
transactions  permitted by this  Agreement  and except as listed on Schedule 6.3
hereto.



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     Section 6.4.  Agreements  Relating to  Financing  Debt,  Investments,  etc.
Schedule 6.4, as from time to time  hereafter  supplemented  in accordance  with
Section 5.4(a) or otherwise by written notice to the Lenders, sets forth (a) the
amounts (as of the dates indicated in Schedule 6.4, as so  supplemented)  of all
Financing  Debt of the Loan  Parties  and all  agreements  which  relate to such
Financing Debt, (b) all Liens and Guarantees with respect to such Financing Debt
and (c) all agreements which directly or indirectly  require the Loan Parties to
make any Investment.  The Loan Parties have furnished the Agent with correct and
complete  copies of any  agreements  described in clauses (a), (b) and (c) above
requested by the Lenders.

     Section 6.5. Title to Assets.  The Loan Parties and their Subsidiaries have
good and marketable title to, or a valid and enforceable  leasehold interest in,
all assets  necessary  for or material  in the  operations  of their  respective
businesses  as now  conducted by them and  reflected in the most recent  balance
sheet  referred to in Section 6.2 (or the balance sheet most recently  furnished
to the Lenders  pursuant to  Sections  5.4(a)  through  5.4(c) or  otherwise  by
written notice to the Lenders),  and to all material assets acquired  subsequent
to the  date of such  balance  sheet,  subject  to no  Liens  except  for  those
permitted  by Section  5.8 and except for assets  disposed  of as  permitted  by
Section 5.12. All such assets are located on property owned,  leased or licensed
by a Loan Party or for which a Loan Party has an easement,  other than assets in
transit to any such location.

     Section 6.6.  Licenses,  etc.  The Loan Parties have all material  patents,
patent  applications,  patent  licenses,  patent rights,  trademarks,  trademark
rights,  trade  names,  trade name  rights,  copyrights,  licenses,  franchises,
permits,  authorizations  and other rights as are  necessary  for the conduct of
their  business as now conducted by them. All of the foregoing are in full force
and  effect,  and the  Loan  Parties  are in  substantial  compliance  with  the
foregoing  without any known  conflict with the valid rights of others which has
resulted, or poses a material risk of resulting, in any Material Adverse Change.
No event has occurred  which  permits,  or after notice or lapse of time or both
would permit,  the revocation or  termination of any such license,  franchise or
other right or affect the rights of the Loan Parties  thereunder so as to result
in any Material  Adverse Change.  There is no litigation or other  proceeding or
dispute with respect to the validity  or,  where  applicable,  the  extension or
renewal, of any of the foregoing which has resulted, or poses a material risk of
resulting, in any Material Adverse Change.

     Section  6.7.   Litigation.   Except  as  described  on  Schedule  6.7,  no
litigation, at law or in equity, or in any proceeding before any court, board or
other governmental or administrative  agency or any arbitrator is pending or, to
the knowledge of the Loan Parties or their  Subsidiaries,  threatened  which may
involve any material risk of any final judgment, order or liability which, after
giving effect to any  applicable  insurance,  has resulted,  or poses a material
risk of resulting,  in any Material  Adverse Change or which seeks to enjoin the
consummation,  or  which  questions  the  validity,  or any of the  transactions
contemplated  by  this  Agreement  or any  other  Lender  Agreement.  Except  as
described on Schedule 6.7, no judgment,  decree or order of any court,  board or
other governmental or administrative agency or any arbitrator has been issued or
binds the Loan Parties or any Subsidiary which has resulted, or poses a material
risk of resulting, in any Material Adverse Change.



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<PAGE>

     Section  6.8. Tax Returns.  The Loan  Parties and their  Subsidiaries  have
filed all material tax and information returns which are required to be filed by
them and have paid,  or made  adequate  provision  for the payment of, all taxes
which have or may  become  due  pursuant  to such  returns or to any  assessment
received by them other than taxes being  contested in good faith by  appropriate
proceedings.  The Loan Parties know of no material additional assessments or any
basis therefor.  The Loan Parties reasonably believe that the charges,  accruals
and reserves on the books of the Loan Parties and their  Subsidiaries in respect
of taxes or other governmental charges are adequate.

     Section 6.9. No Legal  Obstacle to  Agreements.  Neither the  execution and
delivery of this Agreement or any other Lender Agreement,  nor the making of any
borrowings hereunder, nor the securing of the Lender Obligations with the Credit
Security, nor the consummation of any transaction referred to in or contemplated
by this  Agreement or any other Lender  Agreement,  nor the  fulfillment  of the
terms  hereof or thereof or of any other  agreement,  instrument,  deed or lease
referred to in this Agreement or any other Lender Agreement,  has constituted or
resulted in or will constitute or result in:

         (a) any  breach or  termination  of the  provisions  of any  agreement,
instrument,  deed or lease to which any Loan Party or any  Subsidiary is a party
or by  which  it is  bound,  or of the  charter  or  by-laws  of any of the Loan
Parties;

         (b) the violation of any law, statute, judgment, decree or governmental
order, rule or regulation applicable to any Loan Party or any Subsidiary;

         (c) the creation under any agreement,  instrument, deed or lease of any
Lien  (other  than  Liens  on  the  Credit  Security  which  secure  the  Lender
Obligations) upon any of the assets of the Loan Parties; or

         (d) any redemption,  retirement or other  repurchase  obligation of the
Loan Parties under any charter, by-law, agreement, instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing with,
any governmental or administrative authority or any other Person is required to
be obtained or made by the Loan Parties in connection with the execution,
delivery and performance of this Agreement, the Notes or any other Lender
Agreement, the transactions contemplated hereby or thereby or the making of any
borrowing hereunder which has not been obtained or made prior to the Restatement
Date, or which, if not obtained, does not result, or pose a material risk of
resulting, in any Material Adverse Change.



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     Section 6.10.  Defaults.  None of the Loan Parties or any  Subsidiary is in
default under any provision of its charter,  certificate of formation or limited
liability company agreement,  as applicable,  or By-laws or operating agreement,
as applicable,  or of this Agreement or any other Lender Agreement.  None of the
Loan  Parties  or any  Subsidiary  is in  default  under  any  provision  of any
agreement,  instrument, deed or lease to which it is party or by which it or its
property is bound,  or has violated any law,  judgment,  decree or  governmental
order,  rule  or  regulation,  so as to  result,  or  pose a  material  risk  of
resulting, in any Material Adverse Change.

     Section 6.11. Certain Business Representations

         (a) Environmental Compliance.

                  (i)  Except as set forth in  Schedule  6.11,  each of the Loan
         Parties  and  their  Subsidiaries  is in  compliance  in  all  material
         respects  with the  applicable  provisions  of the Clean  Air Act,  the
         Federal  Water  Pollution  Control Act, the Resource  Conservation  and
         Recovery  Act  of  1976,  the  Comprehensive   Environmental  Response,
         Compensation  and  Liability Act and any similar state or local statute
         or regulation in effect in any  jurisdiction in which any properties of
         the Loan Parties or any Subsidiary are located, and with all applicable
         published  rules and  regulations  of the United  States  Environmental
         Protection  Agency and of any similar state agencies,  other than those
         which in the aggregate  could not reasonably be expected to result in a
         Material Adverse Change.

                  (ii) Except as set forth on  Schedule  6.11,  no suit,  claim,
         action or proceeding,  of which any of the Loan Parties have been given
         written  notice or  otherwise  have  actual  knowledge,  is now pending
         before any court, governmental agency or board, or to the Loan Parties'
         knowledge,   threatened  by  any  Person  (nor  to  the  Loan  Parties'
         knowledge,  does any factual basis exist therefor) for, and none of the
         Loan  Parties  nor  any of  their  Subsidiaries  has  received  written
         correspondence from any federal,  state or local governmental authority
         with respect to, in each case  excepting  items as would not reasonably
         be expected to result in a Material Adverse Change:

                            (A) currently  alleged  noncompliance  by any of the
                  Loan Parties or Subsidiaries with any such  environmental law,
                  rule or  regulation  which could result in a Material  Adverse
                  Change,

                            (B)  personal   injury,   wrongful  death  or  other
                  tortious  conduct   relating  to  materials,   commodities  or
                  products used, generated, sold, transferred or manufactured by
                  any of the Loan Parties or their  Subsidiaries  (including but
                  not limited to products made of,  containing or  incorporating
                  asbestos,  lead or other hazardous  materials,  commodities or
                  toxic substances), or

                            (C) the release into the  environment  by any of the
                  Loan Parties or their  Subsidiaries of any Hazardous  Material
                  generated  by the Loan  Parties  or any of their  Subsidiaries
                  whether  or not  occurring  at or on a site  owned,  leased or
                  operated by any of the Loan Parties or their Subsidiaries.

                  (iii) To the best of the Loan Parties' knowledge,  none of the
         properties  owned  or  leased  by any  of the  Loan  Parties  or  their
         Subsidiaries has been used as a treatment, storage or disposal site.

                  (iv) To the best of any of the  Loan  Parties'  knowledge,  no
         Hazardous  Material  is  present  in any  real  property  currently  or
         formerly  owned  or  operated  by any  of the  Loan  Parties  or  their
         Subsidiaries  except  that which  could not  reasonably  be expected to
         result in a Material Adverse Change.

         (b)  Burdensome  Obligations.  None of the Loan  Parties is party to or
bound by any  agreement,  instrument,  deed or lease and is not  subject  to any
charter,  by-law or other restriction which, in the opinion of the management of
the Loan Parties,  is so unusual or burdensome as in the  foreseeable  future to
result, or pose a material risk of resulting, in a Material Adverse Change.

         (c) Future Expenditures. The Loan Parties do not anticipate that future
expenditures,  if any, by the Loan Parties  needed to meet the provisions of any
then existing federal, state or foreign governmental statutes,  orders, rules or
regulations  will be so  burdensome  as to result,  or pose a  material  risk of
resulting, in any Material Adverse Change.



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<PAGE>

     Section 6.12. Pension Plans. None of the Loan Parties or any Subsidiary has
any Plan in effect as of the date  hereof,  except  for Plans  disclosed  in the
Annual Report of Form 10-K of BCS Holdings for its fiscal year ended November 2,
2001, and are in compliance  with Section 5.14.  Neither any of the Loan Parties
nor any Subsidiary has any liability (contingent or otherwise) under Title IV of
ERISA or under  Section  412 of the Code nor is any of the Loan  Parties  or any
Subsidiary  currently a  participant  in a  "multiemployer  plan" (as defined in
Section 4001(a)(3) of ERISA).

     Section  6.13.  Disclosure.  Neither  this  Agreement  nor any other Lender
Agreement  to be  furnished  to the  Lenders  by or on behalf of any of the Loan
Parties or any  Subsidiary  in  connection  with the  transactions  contemplated
hereby or by such Lender  Agreement  contains  any untrue  statement of material
fact or omits to state a material fact necessary in order to make the statements
contained  herein or therein  (taken  together)  not  misleading in light of the
circumstances  under which they were made.  No fact is actually  known to any of
the Loan Parties which has resulted, or in the future (so far as any of the Loan
Parties can  reasonably  foresee)  will result in any Material  Adverse  Change,
except to the extent that  present or future  general  economic  conditions  may
result in a Material Adverse Change.

     Section 6.14.  NMP. The Loan Parties hereby  represent and warrant that (i)
they have  delivered to the Agent true,  correct and complete  copies of the NMP
Transaction  Agreements,  (ii) the NMP  Transaction  Agreements  have  been duly
executed and delivered by the parties  thereto and constitute  the legal,  valid
and binding obligations of the parties thereto and are enforceable in accordance
with their  terms,  and (iii) as of the date  hereof,  there are no  agreements,
understandings,  commitments or undertakings between any of the Loan Parties, on
the one hand, and any of East West, EWRD V, NMP or any of their  Affiliates,  on
the other hand,  except for the NMP  Transaction  Agreements  and the agreements
executed in connection therewith. The Loan Parties further represent and warrant
that the NMP Resort Right of First Offer  Agreement  referred to in Section 13.8
of the NMP Operating  Agreement and the Ten Year Option Agreement referred to in
the Second NMP  Purchase  Agreement  have not been  executed and are not binding
upon the Loan  Parties  and  covenant  that the  agreements  referred to in this
sentence  shall not be executed  without the prior written  consent of the Agent
and Lenders,  which consent may be withheld in the sole and absolute  discretion
of the Agent and Lenders.

     Section 6.15. Valid and Binding Obligations.  This Agreement, the Revolving
Credit  Notes,  the Term Notes and all the other Lender  Agreements  executed in
connection herewith and therewith constitute, or will constitute when delivered,
the valid and binding  obligations of the Loan Parties and its Subsidiaries,  as
the case may be,  enforceable in accordance with their respective terms,  except
as  the  enforceability  thereof  may  be  subject  to  bankruptcy,  insolvency,
moratorium  and other laws  affecting  the rights and remedies of creditors  and
secured  parties and to the exercise of judicial  discretion in accordance  with
general equitable principles.



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     Section 6.16. Other Agreements. Neither the Loan Parties nor any Subsidiary
is a party to any  indenture,  loan or credit  agreement,  or any lease or other
agreement or  instrument,  or subject to any charter or  corporate  restriction,
which  restricts the ability of the Loan Parties or any  Subsidiary to carry out
any of the provisions of this Agreement,  the Revolving  Credit Notes,  the Term
Notes or any of the  Lender  Agreements  executed  in  connection  herewith  and
therewith.

     Section 6.17.  Stock.  There are  presently  issued by the Loan Parties and
their  Subsidiaries  and  outstanding  the shares of Stock indicated on Schedule
6.17. The Loan Parties and their  Subsidiaries  have received the  consideration
for which such Stock was  authorized  to be issued and have  otherwise  complied
with all legal requirements relating to the authorization and issuance of shares
of stock and all such shares are validly issued,  fully paid and non-assessable.
The  Loan  Parties  and  their  Subsidiaries  have no other  Stock of any  class
outstanding.

     Section  6.18.  Governmental  Regulations.  None of the Loan  Parties,  any
Subsidiary or any  Affiliate of the Loan Parties is subject to regulation  under
the Public  Utility  Holding  Company Act of 1935,  the Federal  Power Act,  the
Investment  Company Act of 1940, or is engaged in a business or activity subject
to any statute or regulation  which  regulates the incurring by the Loan Parties
of indebtedness for borrowed money,  including statutes or regulations  relating
to the sale of electricity,  gas, steam, water,  telephone or telegraph or other
public utility services.

     Section  6.19.  Margin  Stock.  Neither  any of the  Loan  Parties  nor any
Subsidiary  owns  any  "Margin  Stock"  nor is any of the  Loan  Parties  or any
Subsidiary  engaged  principally  or as  one  of  its  important  activities  in
extending  credit which is used for the purpose of purchasing or carrying Margin
Stock.



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<PAGE>

     Section  6.20.  Solvency.  Both before and after  giving  effect to (a) the
Loans and Letters of Credit to be made or  extended on the Closing  Date or such
other  date as Loans and  Letters  of  Credit  requested  hereunder  are made or
extended, (b) the disbursement and application of the proceeds of such Loans and
(c) the payment  and accrual of all  transaction  costs in  connection  with the
foregoing, each Loan Party is Solvent.

     Section 6.21. Senior Indenture. The execution of this Agreement by the Loan
Parties, the incurrence of Indebtedness by the Borrowers hereunder and under the
Revolving  Credit Notes and the Term Notes,  the creation of the Liens under the
Lender  Agreements  and the  application  of  proceeds  from the sale of  assets
provided  under  Sections  4.1 and 5.12  hereof do not and will not  result in a
default or event of default  under the Senior  Indenture.  Without  limiting the
generality of the foregoing:

         (a) This  Amended and  Restated  Credit  Agreement,  together  with the
Revolving Credit Notes, the Term Notes, the Mortgages,  the Security  Agreements
and all other Lender  Agreements  related  thereto  constitute the Senior Credit
Facility.

         (b)  Indebtedness of the Borrowers with respect to the Revolving Credit
Advances is and all times shall be "Permitted  Indebtedness"  (as defined in the
Senior  Indenture)  pursuant to the  provisions of clause (i) of the  definition
thereof, and as of the Restatement Date there has been no permanent reduction of
commitments to extend credit under the Senior Credit Facility provided under the
Senior Indenture.

         (c)  Indebtedness  of the Borrowers  with respect to the Term Loans has
been incurred by the Borrowers in compliance with the provisions of Section 4.06
of the Senior  Indenture by reason of (i) after giving effect to the  incurrence
of such Indebtedness, the receipt of the proceeds thereof and the application of
the proceeds of the Term Loans as of any such date of issuance to repurchase and
retire a portion of the  principal  amount of the Senior  Unsecured  Notes or to
repay the ASC  Subordinated  Note, the ratio of BCS Holdings' EBITDA (as defined
in the Senior  Indenture) to BCS  Holdings'  Consolidated  Interest  Expense (as
defined in the Senior Indenture and determined on a pro forma basis for the most
recent  period of four fiscal  quarters  of BCS  Holdings  (for which  financial
statements are available)  (the  "Specified  Period"),  is greater than 2.0 to 1
(the "Coverage  Ratio") and (ii) no Default or Event of Default under the Senior
Indenture has occurred and is continuing as of any such date of incurrence.  The
calculation  of the  Coverage  Ratio  for  the  Specified  Period  was  made  in
accordance with the terms of the Senior Indenture.



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<PAGE>

         (d) The Liens securing the Lender Obligations  created under the Lender
Agreements constitute "Permitted Liens" (as defined in the Senior Indenture).

     Section 6.22.  Adjusted Incurred Real Estate Costs. As of February 1, 2002,
the Adjusted Incurred Real Estate Costs were approximately $250,000.

     Section 6.23. Forest Service Permits.  The Loan Parties hold certain rights
under and by virtue of the Term  Special  Use Permits  issued to the  applicable
Loan Party by the Forest Service of the United States  Department of Agriculture
(the "Forest  Service")  listed on Schedule 6.23 hereto  (individually a "Forest
Service Permit" and collectively the "Forest Service Permits"). The Loan Parties
have not received any written notices of default,  intent to terminate or intent
to not renew from the Forest  Service with respect to any of the Forest  Service
Permits nor is any Loan Party aware of any default by either Loan Parties or the
Forest Service with respect to the Forest Service Permits.

     Section 6.24.  Booth Creek Ski  Acquisition.  As of the  Restatement  Date,
Booth Creek Ski Acquisition has no assets and conducts no business.

                   ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES

     Section 7.1.  Events of Default.  The  following  events are referred to as
"Events of Default":

         (a) Any of the Borrowers  shall fail to make any payment in respect of:
(i) interest or any fee on or in respect of any of the Lender  Obligations  owed
by them as the  same  shall  become  due and  payable,  and such  failure  shall
continue for a period of five (5) Business Days, or (ii) principal of any of the
Lender  Obligations  owed by them as the  same  shall  become  due,  whether  at
maturity or by acceleration or otherwise.

         (b) Any of the Loan Parties shall fail to perform or observe any of the
provisions of Sections 5.5 through 5.21.

         (c) Any of the  Loan  Parties  or any of their  Subsidiaries  or any of
their respective  Affiliates party to any Lender Agreement shall fail to perform
or observe  any other  covenant,  agreement  or  provision  to be  performed  or
observed by them under this Agreement or any other Lender Agreement after giving
effect to the applicable grace period and such failure shall not be rectified or
cured to the written  satisfaction of the Majority  Lenders within 30 days after
notice thereof by the Agent to any of the Loan Parties.



                                       77
<PAGE>

         (d) Any  representation  or warranty  of or with  respect to any of the
Loan Parties, any Subsidiary or any of their respective  Affiliates party to any
Lender  Agreement made to the Lenders in, pursuant to or in connection with this
Agreement  or any other Lender  Agreement  shall prove to have been false in any
material respect upon the date when made and the condition, transaction or event
which  causes  such  representation  or  warranty to be false has had a Material
Adverse Change.

         (e) Any of the Loan Parties or any of their  Subsidiaries  or BCS Group
shall fail to make any payment when due (after giving  effect to any  applicable
grace  periods) in respect of any Financing  Debt the principal  amount of which
exceeds $2,000,000 (other than the Lender Obligations);

         (f) any of the Loan Parties or any  Subsidiary  or BCS Group shall fail
to perform or observe  the terms of any  agreement  relating  to such  Financing
Debt,  and such failure or condition  shall  continue,  without having been duly
cured,  waived or consented to, beyond the period of grace, if any, specified in
such  agreement  or, if such  Financing  Debt is in respect of the notes  issued
under the Securities Purchase Agreements for 30 days or longer beyond the period
of grace, if any, specified in such Securities Purchase Agreements;

         (g)  any  such  Financing  Debt  of  any  of the  Loan  Parties  or any
Subsidiary or BCS Group shall be  accelerated  or become due or payable prior to
its stated maturity for any reason whatsoever (other than voluntary  prepayments
thereof);

         (h)  any  Lien  on any  property  of any of  the  Loan  Parties  or any
Subsidiary  securing any such Financing Debt shall be enforced by foreclosure or
similar action; or

         (i) any holder of any such  Financing  Debt shall exercise any right of
rescission with respect to the issuance thereof.

         (j) Except as permitted by Section 5.12,  any of the Loan Parties shall
cease to own,  directly or  indirectly,  all the  capital  stock of any of their
Subsidiaries.

         (k) Any Lender  Agreement  shall cease,  for any reason (other than the
scheduled termination thereof in accordance with its terms), to be in full force
and  effect,  or  any  of the  Loan  Parties,  any  Subsidiary  or any of  their
respective  Affiliates party thereto shall so assert, or the security  interests
created by this  Agreement  and the other  Lender  Agreements  shall cease to be
enforceable and of the same effect and priority purported to be created hereby.

         (l) A final judgment  which,  with other  outstanding  final  judgments
against any of the Loan Parties and their Subsidiaries,  exceeds an aggregate of
$2,000,000  (after  consideration  of applicable  insurance  proceeds)  shall be
rendered  against  any of the  Loan  Parties  or any of  their  Subsidiaries  or
Affiliates  party to any Lender  Agreement  and if,  within 60 days after  entry
thereof,  such  judgment  shall not have been  discharged  or execution  thereof
stayed  pending  appeal,  or if, within 60 days after the expiration of any such
stay, such judgment shall not have been discharged.



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         (m) Any of the Loan Parties,  any Subsidiary or any of their respective
Affiliates obligated with respect to any Lender Obligation shall:

                  (i)  commence a voluntary  case under the  Bankruptcy  Code or
         authorize,  by  appropriate  proceedings  of its board of  directors or
         other governing body, the commencement of such a voluntary case;

                  (ii)  have  filed   against  it  a  petition   commencing   an
         involuntary  case under the  Bankruptcy  Code which shall not have been
         dismissed  within 60 days  after  the date on which  such  petition  is
         filed;  or file an answer or other  pleading  within such 60-day period
         admitting  or  failing  to  deny  the  material  allegations  of such a
         petition or seeking, consenting to or acquiescing in the relief therein
         provided;

                  (iii)  have  entered  against  it an order  for  relief in any
         involuntary case commenced under the Bankruptcy Code;

                  (iv) seek relief as a debtor under any  applicable  law, other
         than  the  Bankruptcy  Code,  of  any  jurisdiction   relating  to  the
         liquidation  or  reorganization  of debtors or to the  modification  or
         alteration  of the rights of  creditors,  or consent to or acquiesce in
         such relief;

                  (v) have  entered  against it an order by a court of competent
         jurisdiction  (a) finding it to be bankrupt or insolvent,  (b) ordering
         or approving its  liquidation,  reorganization  or any  modification or
         alteration of the rights of its  creditors or (c) assuming  custody of,
         or appointing a receiver or other  custodian  for, all or a substantial
         portion of its property; or

                  (vi) make an  assignment  for the  benefit of, or enter into a
         composition  with,  its  creditors,  or  appoint,  or  consent  to  the
         appointment  of, or suffer to exist a receiver or other  custodian for,
         all or a substantial portion of its property.

         (n) Any  Control  Group  Person  shall  fail to pay  when  due  amounts
aggregating  in excess of $500,000  which it shall have become  liable to pay to
the PBGC or to a Plan under Title IV of ERISA;  or notice of intent to terminate
a Material  Plan shall be filed  under  Title IV of ERISA by any  Control  Group
Person or administrator;  or the PBGC shall institute proceedings under Title IV
of ERISA to terminate or to cause a trustee to be  appointed to  administer  any
Material Plan or a proceeding shall be instituted by a fiduciary of any Material
Plan against any Control  Group Person to enforce  Section 515 or  4219(c)(5) of
ERISA  and  such  proceeding  shall  not  have  been  dismissed  within  30 days
thereafter;  or a  condition  shall  exist by reason of which the PBGC  would be
entitled  to  obtain  a  decree  adjudicating  that any  Material  Plan  must be
terminated.



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         (o) BCS  Group  shall  cease  to own 100% of the  capital  stock of BCS
Holdings;

         (p) the  approval by the  holders of capital  stock of BCS Group of any
plan or proposal for the liquidation or dissolution of BCS Group;

         (q)  John  Hancock  and  its  Affiliates   (other  than  its  portfolio
companies),  CIBC WB Argosy Merchant Fund 2, L.L.C. and  Co-Investment  Merchant
Fund, LLC and their  Affiliates  (other than their  portfolio  companies)  shall
cease to  beneficially  own (within the meaning of Rule 13d-3 under the Exchange
Act), directly or indirectly, voting stock (or non-voting stock convertible into
voting stock) representing,  in the aggregate,  at least 51% of the total voting
power of all voting stock of BCS Group;

         (r)  except  for  Permitted  BCS Group  Owners,  any Person or group of
related  persons for purposes of Section  13(d) of the Exchange Act (a "Group"),
together  with any  affiliates  thereof,  shall  become the owner,  directly  or
indirectly,  beneficially or of record,  of voting stock  representing more than
35% of the total voting power of all voting stock of BCS Group;

         (s) the  replacement  of a majority of the Board of Directors of either
of BCS Group or BCS  Holdings  over a two-year  period  from the  directors  who
constituted  the Board of Directors of BCS Group or BCS Holdings,  respectively,
at the  beginning  of such  period,  and such  replacement  shall  not have been
approved by a vote of at least two-thirds of the Board of Directors of BCS Group
or BCS Holdings,  respectively,  then still in office who either were members of
such Board of Directors at the  beginning of such period or whose  election as a
member of such Board of Directors was previously so approved; or

         (t) the  occurrence of any "Change of Control" as defined in the Senior
Indenture.

     Section 7.2. Remedies.  Upon the occurrence of an Event of Default, in each
and every case,  the Agent may,  and upon the request of the  Majority  Lenders,
shall  proceed to protect and enforce the rights of the Agent and the Lenders by
suit in equity,  action at law and/or other  appropriate  proceeding  either for
specific performance of any covenant or condition contained in this Agreement or
any other Lender  Agreement or in any  instrument  delivered to the Agent or the
Lenders  pursuant  hereto or  thereto,  or in aid of the  exercise  of any power
granted in this  Agreement,  any Lender  Agreement or any such  instrument,  and
(unless there shall have occurred an Event of Default under Section  7.1(i),  in
which case the unpaid balance of Lender Obligations shall  automatically  become
due and  payable  without  notice or  demand)  by notice in  writing to the Loan
Parties  declare (a) the  obligations  of the Lenders to make  Revolving  Credit
Advances to be terminated,  whereupon such obligations shall be terminated,  and
(b)  all or any  part of the  unpaid  balance  of the  Lender  Obligations  then
outstanding  to be forthwith due and payable,  whereupon  such unpaid balance or
part thereof shall become so due and payable  without  presentation,  protest or
further demand or notice of any kind, all of which are hereby expressly  waived,
and the Agent may proceed to enforce  payment of such balance or part thereof in
such manner as the Agent may elect, and the Agent and each Lender may offset and
apply toward the payment of such balance or part thereof any Indebtedness of the
Agent or any Lender to the Loan Parties or to any Subsidiary,  or to any obligor
of the Lender Obligations, including any Indebtedness represented by deposits in
any general or special  account  maintained with the Agent or any Lender or with
any other Person  controlling,  controlled  by or under common  control with the
Agent or any Lender.





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     Section  7.3.  Distribution  of Proceeds.  Notwithstanding  anything to the
contrary  contained herein, in the event that following the occurrence or during
the  continuance of any Event of Default,  the Agent or any Lender  receives any
monies on account of the Lender  Obligations from the Loan Parties or otherwise,
such monies shall be distributed for application as follows:

         (a) First, to the payment of or the  reimbursement of, the Agent for or
in respect of all costs,  expenses,  disbursements  and losses  which shall have
been  incurred or sustained by the Agent in  connection  with the  collection of
such monies by the Agent,  or in  connection  with the  exercise,  protection or
enforcement  by the  Agent of all or any of the  rights,  remedies,  powers  and
privileges of the Agent or the Lenders under this  Agreement or any other Lender
Agreement;

         (b)  Second,  to the  payment of all  interest,  including  interest on
overdue  amounts,  and late  charges,  then due and payable  with respect to the
Loans,  allocated among the Lenders in proportion to their respective Commitment
Percentages;

         (c) Third, to the payment of the outstanding  principal  balance of the
Loans,  allocated among the Lenders in proportion to their respective Commitment
Percentages;

         (d) Fourth,  to any other  outstanding  Lender  Obligations,  allocated
among the Lenders in proportion to their respective Commitment Percentages; and

         (e) Fifth, the excess, if any, shall be returned to the Borrowers or to
such other Persons as are entitled thereto.



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               ARTICLE 8. CONSENTS; AMENDMENTS; WAIVERS; REMEDIES

     Section 8.1. Actions by Lenders. Except as otherwise expressly set forth in
any particular provision of this Agreement,  any consent or approval required or
permitted  by this  Agreement  to be given  by the  Lenders,  including  without
limitation under Section 8.2, may be given, and any term of this Agreement or of
any other instrument related hereto or mentioned herein may be amended,  and the
performance  or observance by the Loan Parties of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively)  with, but only with, the written consent of the Borrowers and
the Majority Lenders; provided, however, that without the written consent of all
Lenders:

         (a) no  reduction  in or waiver or  forgiveness  of the  principal  of,
accrued  interest in the interest rates on or any fees relating to the Revolving
Credit Advances or the scheduled  principal  payments of the Term Loans shall be
made;

         (b) no  extension or  postponement  shall be made of the stated time of
payment of the scheduled  payments of principal of, interest on, or fees payable
to the Lenders relating to the Revolving Credit Advances or the Term Loans;

         (c) no increase in the Maximum Revolving Credit Amount, or extension of
the Revolving  Credit  Termination  Date or the Term Loan Maturity Date shall be
made;

         (d) no release of all or substantially  all of the Credit Security for,
or any guarantor of, the Lender Obligations shall be made;

         (e) no change in the definition of the term "Majority Lenders" shall be
made; and

         (f) no change in the provisions of this Section 8.1 shall be made.

Any Lender that fails to perform its obligations under this Agreement (a
"Defaulting Lender") shall not have any right to consent to any amendment,
approval or waiver hereunder and such Defaulting Lender's consent shall not be
required in connection with any decision of the Majority Lenders. If, in
connection with any proposed amendment, modification, waiver or termination
requiring the consent of all Lenders, the consent of Majority Lenders is
obtained, but the consent of other Lenders whose consent is required is not
obtained, the Borrowers may, at their option, notify Agent and such
non-consenting Lender of their intention to replace such Lender. So long as no
Default or Event of Default has occurred and is continuing, the Borrowers, with
the consent of Agent, may obtain, at the Borrowers' expense, a replacement
Lender for the non-consenting Lender, which replacement Lender must be
reasonably satisfactory to the Agent. If the Borrowers obtain a replacement
Lender, the non-consenting Lender must sell and assign its interest in the Loans
and the Lender Agreements to such replacement Lender for an amount equal to the
principal balance of all Loans held by the non-consenting Lender and all accrued
interest and fees with respect thereto through the date of such sale; provided,
that the Borrowers shall have reimbursed such non-consenting Lender for the
additional amounts or increased costs that it is entitled to receive under this
Agreement through the date of such sale and assignment.



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     Section 8.2.  Actions by Loan Parties.  No delay or omission on the Agent's
or the Lenders'  part in exercising  their rights and remedies  against the Loan
Parties or any other interested party shall constitute a waiver. A breach by any
Loan Party of its  obligations  under  this  Agreement  may be waived  only by a
written waiver  executed by the Agent and the Lenders in accordance with Section
8.1. The Agent's and any Lender's  waiver of the Loan Parties'  breach in one or
more  instances  shall not  constitute  or  otherwise  be an implicit  waiver of
subsequent breaches. To the extent permitted by applicable law, the Loan Parties
hereby agree to waive,  and do hereby  absolutely and irrevocably  waive (a) all
presentments,  demands  for  performance,  notices  of  protest  and  notices of
dishonor in connection with any of the  Indebtedness  evidenced by the Revolving
Credit Notes or the Term Notes,  (b) any  requirement of diligence or promptness
on the Agent's or the Lenders' part in the  enforcement  of its rights under the
provisions  of  this  Agreement  or any  Lender  Agreement,  and (c) any and all
notices of every kind and  description  which may be required to be given by any
statute or rule of law with respect to its liability (i) under this Agreement or
in respect of the Indebtedness evidenced by the Revolving Credit Notes, the Term
Notes or any other Lender  Obligation or (ii) under any other Lender  Agreement.
No course of dealing between the Loan Parties and the Agent or the Lenders shall
operate as a waiver of any of the  Agent's  or the  Lenders'  rights  under this
Agreement  or any  Lender  Agreement  or  with  respect  to  any  of the  Lender
Obligations.  This  Agreement  shall be  amended  only by a  written  instrument
executed  by the Agent and the  Lenders in  accordance  with  Section 8.1 making
explicit  reference to this  Agreement.  The Agent's and the Lenders' rights and
remedies under this Agreement and under all  subsequent  agreements  between the
Agent,  the Lenders and the Loan Parties shall be cumulative  and any rights and
remedies  expressly  set  forth  herein  shall  be in  addition  to,  and not in
limitation  of, any other rights and  remedies  which may be  applicable  to the
Agent and the Lenders in law or at equity.

                       ARTICLE 9. SUCCESSORS AND ASSIGNS

     Section 9.1. General.  This Agreement shall be binding upon and shall inure
to the  benefit of the parties  hereto and their  respective  successors  (which
shall include in the case of the Agent or any Lender any entity resulting from a
merger or  consolidation)  and assigns,  except that (a) the  Borrowers  may not
assign their rights or obligations under this Agreement, and (b) each Lender may
assign its rights in this Agreement only as set forth below in this Article 9.



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<PAGE>

     Section 9.2. Assignments.

         (a)  Assignments.  In compliance  with  applicable laws with respect to
such assignment and with the consent of the Agent and, so long as no Default has
occurred and is continuing,  the Loan Parties, which consents in all cases shall
not be  unreasonably  withheld),  a Lender may  assign to one or more  financial
institutions (each a "Successor  Lender") a proportionate part of its rights and
obligations in connection with this Agreement, its Revolving Credit Note and its
Term Note and the related Lender Agreements and each such Successor Lender shall
assume such rights and  obligations  pursuant to an  Assignment  and  Acceptance
Agreement   ("Assignment  and  Acceptance  Agreement")  duly  executed  by  such
Successor  Lender and such assigning Lender and acknowledged and consented to by
the  Agent,  substantially  in the  form  of  Exhibit  F  attached  hereto.  Any
assignment  under this  Section (a) shall be in a minimum  amount of  $7,500,000
with respect to the Term Loan, and a proportionate share of the Revolving Credit
Advances and Commitment  Percentage of the Maximum  Revolving Credit Amount.  In
connection with any assignment  under this Section 9.2(a) there shall be paid to
the Agent by the  assigning  Lender or the  Successor  Lender an  administrative
processing fee in the amount of $3,500.

         (b) Assignment Procedures.  In the event of an assignment in accordance
with Section 9.2(a),  upon execution and delivery of such an assignment at least
five (5) Business  Days prior to the proposed  assignment  date,  and payment by
such Successor Lender to the assigning Lender of an amount equal to the purchase
price agreed  between such  assigning  Lender and such  Successor  Lender,  such
Successor  Lender shall become party to this Agreement as a signatory hereto and
shall have all the rights and  obligations  of a Lender under this Agreement and
the  other  Lender  Agreements  with an  interest  therein  as set forth in such
assignment,  and such assignor making such assignment shall be released from its
obligations  hereunder  to a  corresponding  extent,  and no further  consent or
action  by any  party  shall  be  required.  Upon the  consummation  of any such
assignment,  the assigning Lender,  the Successor Lender and the Borrowers shall
make appropriate  arrangements so that, if required, a new Revolving Credit Note
and a new  Term  Note are  issued  to the  Successor  Lender  and a  replacement
Revolving  Credit Note and a  replacement  Term Note are issued to the assigning
Lender in principal amounts reflecting their respective revised interests.

         (c) Register.  The Agent shall maintain a register (the "Register") for
the  recordation  of (i) the names and addresses of all  Successor  Lenders that
enter into  Assignment  and  Acceptance  Agreements,  (ii) the interests of each
Lender,  and (iii)  the  amounts  of the Term  Loans  and the  Revolving  Credit
Advances  owing to each  Lender from time to time.  The entries in the  Register
shall be conclusive,  in the absence of manifest error,  and the Borrowers,  the
Agent and the Lenders may treat each Person whose name is registered therein for
all purposes as a party to this  Agreement.  The Register shall be available for
inspection by the Borrowers or any Lender at any  reasonable  time and from time
to time upon reasonable prior notice.



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<PAGE>

         (d) Further Assurances.  The Loan Parties shall sign such documents and
take such other actions from time to time reasonably requested by the Agent or a
Lender to  enable  any  Successor  Lender to share in the  benefits  and  rights
created by the Lender Agreements.

         (e)  Assignments  to Federal  Reserve Bank.  Any Lender may at any time
pledge or assign all or any portion of its rights  under the Lender  Agreements,
including  any portion of the Notes,  to any of the twelve (12) Federal  Reserve
Banks organized  under Section 4 of the Federal  Reserve Act, 12 U.S.C.  Section
341. No such pledge or  assignment  or  enforcement  thereof  shall release such
Lender from its obligations under any of the Lender Agreements.

     Section 9.3. Participations.  Each Lender shall have the unrestricted right
at any time and from time to time,  and  without the consent of or notice to the
Loan  Parties,  to grant to one or more  banks or other  financial  institutions
("Credit  Participants")  participating interests in such Lender's obligation to
lend hereunder  and/or any or all of the Revolving  Credit  Advances and/or Term
Loans held by such Lender hereunder.  In the event of any such grant by a Lender
of a participating interest to a Credit Participant,  whether or not upon notice
to the Loan Parties, such Lender shall remain responsible for the performance of
its  obligations  hereunder and under all other Lender  Agreements  and the Loan
Parties  shall  continue  to deal  solely  and  directly  with  such  Lender  in
connection  with such Lender's  rights and  obligations  hereunder and under all
other Lender  Agreements.  A Lender may furnish any  information  concerning the
Loan  Parties  in its  possession  from  time  to  time  to  prospective  Credit
Participants,  provided  that such Lender  shall  require  any such  prospective
Credit  Participant to agree in writing to maintain the  confidentiality of such
information.

         (a) Amount.  Each such participation shall be in a minimum amount of at
least $5,000,000.

         (b) Procedure.  Each Lender  granting such  participation  shall comply
with all applicable laws with respect to such transfer and shall retain the sole
right and  responsibility  to exercise its rights and to enforce the obligations
of the Loan Parties hereunder and under the other Lender  Agreements,  including
the right to consent to any amendment,  modification  or waiver of any provision
of any Lender  Agreement,  except for those matters  referred to in Section 11.1
which  require the consent of all Lenders and which may also require the consent
of each Credit Participant.

         (c) Rights of Credit  Participants.  The Loan  Parties  agree that each
Credit   Participant   shall,  to  the  extent  provided  in  its  participation
instrument,  be entitled to the benefits of Sections 2.9, 2.10, 2.11, 2.13, 2.14
and 11.5, and the setoff rights in Section 7.2 with respect to its participating
interest;  provided,  however,  that no Credit  Participant shall be entitled to
receive any greater  payment under such  Sections than the Lender  granting such
participation  would have been entitled to receive with respect to the interests
transferred.



                                       85
<PAGE>

         (d) Notice.  Prior to granting any  participation,  the Lender granting
such participation shall notify the Agent and the Borrowers.

                             ARTICLE 10. THE AGENT

     Section 10.1.  Authorization  and Action.  Each Lender hereby  appoints and
authorizes  the Agent to take such  action on its  behalf and to  exercise  such
powers under this Agreement and the other Lender  Agreements as are delegated to
the Agent by the terms  hereof and  thereof,  together  with such  powers as are
reasonably  incidental  thereto. As to any matters not expressly provided for by
this Agreement and the other Lender Agreements  (including,  without limitation,
enforcement or collection of the Revolving Credit Notes or the Term Notes),  the
Agent shall not be required to exercise any  discretion or take any action,  but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining  from acting) upon the  instructions  of the Majority
Lenders,  and such  instructions  shall be binding upon all  Lenders;  provided,
however,  that the Agent shall not be required to take any action which  exposes
the Agent to  liability  or which is  contrary  to this  Agreement  or the other
Lender Agreements or applicable law. Subject to the foregoing  provisions and to
the other  provisions  of this  Article  10, the Agent  shall,  on behalf of the
Lenders:  (a) execute any  documents on behalf of the Lenders  providing  Credit
Security for or  guarantees  of the Lender  Obligations;  (b) hold and apply any
Credit Security for the Lender  Obligations,  and the proceeds  thereof,  at any
time received by it, in accordance with the provisions of this Agreement and the
other Lender Agreements; (c) exercise any and all rights, powers and remedies of
the  Lenders  under  this  Agreement  or  any of the  other  Lender  Agreements,
including  the  giving of any  consent  or waiver  or the  entering  into of any
amendment, subject to the provisions of Section 8.1; (d) at the direction of the
Lenders, execute, deliver and file UCC financing statements, mortgages, deeds of
trust,  lease  assignments  and such other  agreements  in respect of any Credit
Security for the Lender  Obligations,  and possess  instruments  included in the
Credit  Security on behalf of the Lenders;  (e) in the event of  acceleration of
the  Borrowers'  Indebtedness  hereunder,  act at the  direction of the Majority
Lenders to  exercise  the rights of the  Lenders  hereunder  and under the other
Lender  Agreements and (f) to the extent that this Agreement or any other Lender
Agreement provides that the Agent has the right to consent to certain actions of
the Borrowers, have the right to give or withhold such consent without obtaining
written instructions from or the approval of any Lender.

     Section  10.2.  Agent's  Reliance,  Etc.  Neither  the Agent nor any of its
directors,  officers, agents or employees shall be liable to the Lenders for any
action  taken or omitted to be taken by it or them under or in  connection  with
this Agreement or the other Lender Agreements, except for its or their own gross
negligence or willful  misconduct.  Without  limitation of the generality of the
foregoing,  the Agent:  (a) may treat the payee of any Revolving  Credit Note or
any Term Note as the holder thereof until the Agent  receives  written notice of
the  assignment  or transfer  thereof  signed by such payee and in form required
under Article 9 hereof;  (b) may consult with legal counsel,  independent public
accountants  and other  experts  selected  by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in  accordance  with the
advice  of such  counsel,  accountants  or  experts;  (c) makes no  warranty  or
representations to any Lender and shall not be responsible to any Lender for any
statements,  warranties or  representations  made in or in connection  with this
Agreement  or the  other  Lender  Agreements;  (d)  shall  not  have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or the other Lender  Agreements on the
part of the  Loan  Parties  or any  other  Person  or to  inspect  the  property
(including  the books and records) of the Loan Parties or any other Person;  (e)
shall  not be  responsible  to any  Lender  for  the  due  execution,  legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
the other  Lender  Agreements  or any other  instrument  or  document  furnished
pursuant hereto or thereto; and (f) shall incur no liability under or in respect
of this  Agreement  or the other  Lender  Agreements  by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopy or
telegram)  believed  by the Agent to be genuine and signed or sent by the proper
party or parties.



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<PAGE>

     Section 10.3.  Agent as a Lender.  With respect to its interest in the Term
Loans and its Commitment  Percentage of the Revolving Credit Advances hereunder,
Fleet shall have the same rights and powers under this  Agreement  and the other
Lender  Agreements  as any other  Lender and may  exercise the same as though it
were not the Agent; and the term "Lender" or "Lender(s)" shall, unless otherwise
expressly  indicated,  include Fleet in its individual  capacity.  Fleet and its
affiliates may lend money to, and generally engage in any kind of business with,
the Loan Parties,  any of the Loan Parties' Affiliates and any Person who may do
business with or own securities of the Loan Parties or any such Affiliate of the
Loan Parties, all as if Fleet were not the Agent and without any duty to account
therefor to the Lenders.

     Section 10.4. Lender Credit Decision. Each Lender acknowledges that it has,
independently  and without reliance upon the Agent or any other Lender and based
on the financial  statements referred to in Section 6.2 and such other documents
and information as it has deemed  appropriate,  made its own credit analysis and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the Agent or any other Lender and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under this Agreement.

     Section 10.5. Indemnification of Agent. Each Lender agrees to indemnify the
Agent and its directors,  officers, employees and agents (to the extent that the
Agent is not reimbursed by the  Borrowers),  ratably  according to each Lender's
Commitment  Percentage,  from and against any and all liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or  asserted  against the Agent or its  directors,  officers,  employees  or
agents in any way  relating  to or arising  out of this  Agreement  or any other
Lender  Agreement or any action  taken or omitted by the Agent in such  capacity
under this Agreement; provided that no Lender shall be liable for any portion of
such liabilities,  obligations,  losses, damages, penalties, actions, judgments,
suits,  costs,  expenses  or  disbursements  resulting  from the  Agent's  gross
negligence or willful  misconduct.  Without  limitation of the  foregoing,  each
Lender agrees to reimburse the Agent  promptly upon demand for its ratable share
of any out-of-pocket  expenses (including counsel fees) incurred by the Agent in
connection   with  the   preparation,   execution,   delivery,   administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities  under, this Agreement and each other Lender Agreement,  to the
extent that the Agent is not reimbursed for such expenses by the Borrowers.



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     Section 10.6.  Successor  Agent.  Except as provided  below,  the Agent may
resign at any time by giving  written  notice  thereof  to the  Lenders  and the
Borrowers.  Upon any such  resignation,  the  Lenders  shall  have the  right to
appoint a successor Agent which shall be reasonably acceptable to the Borrowers.
If no successor  Agent shall have been so  appointed by the Lenders  (other than
the resigning Agent),  and shall have accepted such  appointment,  within thirty
(30) days after the retiring  Agent's  giving  notice of  resignation,  then the
retiring Agent may, on behalf of the Lenders,  appoint a successor Agent,  which
shall be a commercial bank or financial  institution organized under the laws of
the  United  States of  America  or of any state  thereof  and having a combined
capital  and  surplus  of at  least  $100,000,000.  Upon the  acceptance  of any
appointment as Agent hereunder by a successor Agent,  such successor Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring  Agent,  and the retiring  Agent shall be  discharged
from its  duties  and  obligations  under this  Agreement  and the other  Lender
Agreements.  After any retiring  Agent's  resignation  hereunder  as Agent,  the
provisions of this Article 10 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent  under  this  Agreement  and the
other Lender Agreements.

     Section 10.7. Amendment of Article 10. The Borrowers hereby agrees that the
foregoing  provisions of this Article 10 constitute an agreement among the Agent
and the Lenders (and the Agent and the Lenders  acknowledge  that except for the
provisions  of Section  10.6,  the Borrowers are not a party to or bound by such
foregoing  provisions) and that any and all of the provisions of this Article 10
may be amended at any time by the Lenders without the consent or approval of, or
notice to, the Borrowers  (other than the requirement of notice to the Borrowers
of the resignation of the Agent and the appointment of a successor Agent).

                           ARTICLE 11. MISCELLANEOUS

     Section  11.1.  Notices.  All  notices  and  other  communications  made or
required to be given pursuant to this Agreement shall be in writing and shall be
mailed  by  United  States  mail,  postage  prepaid,  or  sent  by  hand,  or by
nationally-recognized overnight carrier service, addressed as follows:



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         (a)  If  to  the  Agent,  at  One  Hundred   Federal  Street,   Boston,
Massachusetts 02110,  Attention:  Thomas Engels,  Senior Vice President,  with a
copy to: Goodwin  Procter LLP,  Exchange  Place,  Boston,  MA 02109,  Attention:
Edward Matson Sibble, Jr., P.C. or at such other address(es) or to the attention
of such  other  Person(s)  as the Agent  shall  from time to time  designate  in
writing to the Loan Parties and the Lenders.

         (b) If to the Loan Parties,  at 1000 South  Frontage  Road West,  Suite
100, Vail, CO 81657, Attention:  Elizabeth J. Cole and Ross D. Agre, Esq. and at
9705 Highway 267, Suite No. 2, Truckee, CA 96161, Attention:  Brian J. Pope with
a copy to:  Winston & Strawn,  200 Park Avenue,  New York, NY 10166,  Attention:
Daniel A.  Ninivaggi,  Esq. or at such other  address(es) or to the attention of
such other  Person(s) as the Loan Parties  shall from time to time  designate in
writing to the Agent and the Lenders.

         (c) If to any Lender,  at the  address(es)  and to the attention of the
Person(s)  specified  below such  Lender's  name on the  execution  page of this
Agreement (or in the case of a Successor  Lender,  at the address(es) and to the
attention of the Person(s) specified in the Assignment and Acceptance  Agreement
executed by such  Successor  Lender),  or at such other  address(es)  and to the
attention  of  such  other  Person(s)  as any  Lender  shall  from  time to time
designate in writing to the Agent and the Loan Parties.

     Any notice so addressed and mailed by registered or certified mail shall be
deemed to have been given when received or rejected. Any notice so addressed and
sent by hand,  by telecopy or by overnight  carrier  service  shall be deemed to
have been given when received.

     A notice  from the Agent  stating  that it has been  given on behalf of the
Lenders  shall be relied  upon by the Loan  Parties as having  been given by the
Lenders.

     Section 11.2.  Merger.  This Agreement and the other Lender  Agreements are
intended by the parties as the final,  complete and  exclusive  statement of the
transactions  evidenced by this  Agreement and the other Lender  Agreements,  as
applicable.   All   prior   or   contemporaneous   promises,    agreements   and
understandings,  whether oral or written,  are deemed to be  superseded  by this
Agreement  and the  other  Lender  Agreements,  and no party is  relying  on any
promise,  agreement or  understanding  not set forth in this  Agreement  and the
other Lender Agreements. This Agreement may not be amended or modified except by
a written  instrument  describing  such  amendment or  modification  executed in
accordance with Section 8.1 hereof.

     Section 11.3.  Governing Law; Consent to  Jurisdiction.  This Agreement and
the rights and  obligations  of the parties  hereunder  shall be  construed  and
interpreted in accordance  with the laws of The  Commonwealth  of  Massachusetts
(excluding the laws  applicable to conflicts or choice of law). The Loan Parties
and each  Subsidiary  hereby  irrevocably  submits  itself to the  non-exclusive
jurisdiction  of the  courts of The  Commonwealth  of  Massachusetts  and to the
non-exclusive  jurisdiction of any Federal court of the United States located in
the  District  of  Massachusetts  for the  purpose of any suit,  action or other
proceeding arising out of this Agreement or any other Lender Agreement or any of
the transactions contemplated hereby or thereby.



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     Section 11.4. Counterparts;  Replacement of Instruments. This Agreement and
all amendments to this Agreement may be executed in several  counterparts,  each
of which shall be an  original.  The several  counterparts  shall  constitute  a
single Agreement. Upon receipt of an affidavit of an officer of the Agent or any
Lender as to the loss, theft, destruction or mutilation of any Note or any other
security  document which is not of public  record,  and, in the case of any such
loss, theft, destruction or mutilation,  upon cancellation of such Note or other
security document, the Borrowers will issue, in lieu thereof, a replacement note
or other security document in the same principal amount thereof and otherwise of
like tenor.

     Section 11.5. Expenses and Indemnification.

         (a) The Borrowers shall pay, on demand, all reasonable  expenses of the
Agent  and the  Lenders  in  connection  with the  preparation,  administration,
default,  collection,  waiver or amendment of this  Agreement,  any other Lender
Agreement  or any other loan terms,  or in  connection  with the Agent's and the
Lenders' exercise, preservation or enforcement of any of its rights, remedies or
options  hereunder  or under  any other  Lender  Agreement,  including,  without
limitation, fees of the Agent's outside legal counsel, Goodwin Procter LLP, fees
of local  counsel,  and  accounting,  and  other  similar  professional  fees or
expenses,  and any fees or  expenses  associated  with  travel  and other  costs
relating to any appraisals or  examinations  reasonably  conducted in connection
with  the  credits  extended  hereunder  or any  Credit  Security  therefor.  In
addition,  if an Event of Default has occurred and is continuing,  the Borrowers
shall pay,  on  demand,  the  allocated  costs of  in-house  legal  counsel  and
consulting fees and expenses reasonably incurred by the Agent in preservation or
enforcement  of any of its rights,  remedies or options  hereunder  or under any
other Lender Agreement.  Subject to Section 4.7, the Borrowers also agree to pay
any present or future stamp or documentary taxes or any other excise or property
taxes,  charges or similar  levies which arise from the  execution,  delivery or
registration of, or otherwise with respect to, this Agreement, the Notes, or any
other Lender Agreement.

         (b) Without limitation of any other obligation or liability of the Loan
Parties or right or remedy of the Agent or the  Lenders  contained  herein,  the
Loan Parties  hereby  covenant and agree to  indemnify  and hold the Agent,  the
Lenders,  and  the  directors,  officers,  subsidiaries,  shareholders,  agents,
affiliates and Persons controlling the Agent and the Lenders,  harmless from and
against  any  and  all  damages,  losses,   settlement  payments,   obligations,
liabilities,  claims,  including,  without  limitation,  claims for  finder's or
broker's fees,  actions or causes of action,  and reasonable  costs and expenses
incurred,  suffered,  sustained  or required to be paid by any such  indemnified
party in each case by  reason of or  resulting  from any claim  relating  to the
transactions   contemplated  hereby,  other  than  any  such  claims  which  are
determined by a final,  non-appealable judgment or order of a court of competent
jurisdiction to be the result of the gross  negligence or willful  misconduct of
such indemnified party. Promptly upon receipt by any indemnified party hereunder
of notice of the commencement of any action against such  indemnified  party for
which a claim is to be made against the Loan Parties hereunder, such indemnified
party  shall  notify the Loan  Parties in writing of the  commencement  thereof,
although the failure to provide such notice shall not affect the indemnification
rights of any such indemnified party hereunder.  The Loan Parties shall have the
right, at its option upon notice to the indemnified  parties, to defend any such
matter at its own expense and with its own  counsel,  except as provided  below,
which counsel must be  reasonably  acceptable to the  indemnified  parties.  The
indemnified  party shall  cooperate with the Loan Parties in the defense of such
matter.  The indemnified  party shall have the right to employ separate  counsel
and to  participate  in the  defense of such matter at its own  expense.  In the
event that (a) the employment of separate  counsel by an  indemnified  party has
been authorized in writing by the Loan Parties, (b) the Loan Parties have failed
to assume the defense of such matter within  fifteen (15) days of notice thereof
from  the  indemnified  party,  or (c) the  named  parties  to any  such  action
(including impleaded parties) include any indemnified party who has been advised
by  counsel  that  there may be one or more legal  defenses  available  to it or
prospective  bases for  liability  against it,  which are  different  from those
available to or against the Loan  Parties,  then the Loan Parties shall not have
the right to assume the defense of such matter with respect to such  indemnified
party.  The Loan Parties shall not  compromise or settle any such matter against
an indemnified party without the written consent of the indemnified party, which
consent may not be unreasonably withheld or delayed.



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<PAGE>

         (c) All amounts  payable by the Loan  Parties  under this  Section 11.5
shall,  until  paid,  bear  interest at the rate  applicable  to Base Rate Loans
hereunder  (including  any  default  rate) and be an  obligation  secured by any
Credit Security.

     Section  11.6.  Confidentiality.  The  Agent and the  Lenders  agree to use
commercially  reasonable  efforts to keep in confidence  all financial  data and
other  information  relative  to the  affairs  of the  Loan  Parties  and  their
Subsidiaries  heretofore  furnished or which may  hereafter be furnished to them
pursuant to the  provisions  of this  Agreement;  provided,  however,  that this
Section 11.6 shall not be applicable to information  otherwise  disseminated  to
the public by the Loan Parties or any of its Affiliates;  and provided  further,
however,  that such  obligation of the Agent and the Lenders shall be subject to
the Agent's or the Lenders', as the case may be, (a) obligation to disclose such
information pursuant to a request or order under applicable laws and regulations
or pursuant to a subpoena or other legal process, (b) right to disclose any such
information to bank examiners, affiliates, auditors, accountants and counsel who
agree to keep such information confidential,  and (c) right to disclose any such
information (i) in connection with the  transactions  set forth herein including
assignments  or the sale of  participation  interests  pursuant to Article 9, so
long as such potential  assignees or  participants  shall agree in writing to be
bound  by the  terms  of this  Section  11.6,  or (ii) in  connection  with  any
litigation or dispute  involving the Agent or any transfer or other  disposition
by  the  Agent  or the  Lenders,  as  the  case  may  be,  of any of the  Lender
Obligations;  provided that  information  disclosed  pursuant to this  provision
shall be so disclosed subject to such procedures as are reasonably calculated to
maintain the confidentiality thereof.

     Section 11.7. Usury  Limitation.  All agreements  between the Loan Parties,
the  Agent  and/or  the  Lenders  are  hereby  expressly  limited  so that in no
contingency or event  whatsoever,  whether by reason of acceleration of maturity
of the  indebtedness  evidenced  hereby or  otherwise,  shall the amount paid or
agreed to be paid to the  Lenders for the use or the  forbearance  of the Lender
Obligations exceed the maximum permissible under applicable law. As used herein,
the term  "applicable  law" shall mean the law in effect as of the date  hereof;
provided,  however, that in the event there is a change in the law which results
in a higher permissible rate of interest,  then this provision shall be governed
by such new law as of its effective date. In this regard, it is expressly agreed
that it is the intent of the Loan  Parties,  the Agent,  and the  Lenders in the
execution,  delivery  and  acceptance  of this  Agreement  and the other  Lender
Agreements to contract in strict compliance with the laws of The Commonwealth of
Massachusetts  from time to time in effect.  If, under or from any circumstances
whatsoever,  fulfillment  of any  provision  hereof  or of  any  of  the  Lender
Agreements at the time of  performance  of such  provision  shall be due,  shall
involve  transcending  the limit of such validity  prescribed by applicable law,
then the obligation to be fulfilled shall automatically be reduced to the limits
of such validity, and if under or from any circumstances  whatsoever the Lenders
should ever receive as interest an amount which would exceed the highest  lawful
rate,  such amount  which would be  excessive  interest  shall be applied to the
reduction of the principal balance of the Lender  Obligations,  as determined by
the Lenders,  and not to the payment of interest.  This provision  shall control
every other provision of all Lender Agreements.



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     Section 11.8. Reliance on Representations and Actions of BCS Holdings.  The
Borrowers  hereby  appoint  BCS  Holdings  as the  Borrowers'  agent to execute,
deliver  and  perform,  on  behalf  of  the  Borrowers,  any  and  all  notices,
certificates,  documents  and actions to be  executed,  delivered  or  performed
hereunder or under any of the other Lender Agreements,  and the Borrowers hereby
agree that the Agent and the Lenders may rely upon any representation, warranty,
certificate, notice, document or telephone request which purports to be executed
or made or which the Agent or the  Lenders  in good  faith  believe to have been
executed  or made by BCS  Holdings  or any of its  executive  officers,  and the
Borrowers hereby further, jointly and severally, agree to indemnify and hold the
Agent and the Lenders harmless for any action,  including the making of the Term
Loans or the Revolving Credit Advances hereunder, and any loss or expense, taken
or  incurred  by any of them as a result of their good faith  reliance  upon any
such  representation,  warranty,  certificate,  notice,  document  or  telephone
request.

     Section 11.9. WAIVER OF JURY TRIAL; VENUE. THE LOAN PARTIES,  THE AGENT AND
THE  LENDERS  (BY  ACCEPTANCE  OF THIS  AGREEMENT)  MUTUALLY  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY  CLAIM  BASED  HEREON,  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH THIS
AGREEMENT,  THE NOTES OR ANY OTHER LENDER AGREEMENTS CONTEMPLATED TO BE EXECUTED
IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,  STATEMENTS
(WHETHER  VERBAL  OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY,  INCLUDING,  WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,  STATEMENTS OR ACTIONS OF
THE AGENT OR ANY LENDER RELATING TO THE  ADMINISTRATION OF THE CREDITS HEREUNDER
OR  ENFORCEMENT  OF THIS  AGREEMENT OR ANY OF THE OTHER LENDER  AGREEMENTS,  AND
AGREE  THAT NO PARTY WILL SEEK TO  CONSOLIDATE  ANY SUCH  ACTION  WITH ANY OTHER
ACTION  IN WHICH A JURY  TRIAL  CANNOT  BE OR HAS NOT  BEEN  WAIVED.  EXCEPT  AS
PROHIBITED BY LAW, THE LOAN PARTIES  HEREBY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM
OR RECOVER IN ANY LITIGATION ANY SPECIAL,  EXEMPLARY,  PUNITIVE OR CONSEQUENTIAL
DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL  DAMAGES.  THE LOAN
PARTIES  CERTIFY THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF THE AGENT OR ANY
LENDER HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,  THAT THE AGENT OR ANY LENDER
WOULD NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.
THIS WAIVER  CONSTITUTES A MATERIAL  INDUCEMENT FOR THE AGENT AND THE LENDERS TO
ENTER INTO THIS  AGREEMENT AND PROVIDE THE CREDITS  HEREUNDER.  THE LOAN PARTIES
AGREE THAT ANY SUIT FOR THE  ENFORCEMENT  OF THIS  AGREEMENT OR ANY OF THE OTHER
LENDER  AGREEMENTS  MAY  BE  BROUGHT  IN  THE  COURTS  OF  THE  COMMONWEALTH  OF
MASSACHUSETTS  OR  ANY  FEDERAL  COURT  SITTING  THEREIN  AND  CONSENTS  TO  THE
NONEXCLUSIVE  JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON LOAN  PARTIES BY MAIL AT THE ADDRESS SET FORTH IN SECTION  14.1.
EACH LOAN PARTY HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH SUIT OR ANY SUCH  COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT FORUM.

                  [Remainder of page intentionally left blank]


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         IN WITNESS WHEREOF, the Loan Parties, the Agent and the Lenders have
caused this Credit Agreement to be executed by their duly authorized officers as
of the date set forth above.



                                   Booth Creek Ski Holdings,
                                   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.
                                   LMRC HOLDING CORP.
                                   Loon Mountain Recreation Corporation
                                   Loon Realty Corp., as borrowers


                                   By: _________________________________________
                                   Name:  Elizabeth J. Cole
                                   Title: Executive Vice President

                                   DRE, L.L.C. as guarantor
                                   By:  SKI LIFTS, INC., its Manager


                                   By: _________________________________________
                                   Name:  Elizabeth J. Cole
                                   Title: Executive Vice President

                                   FLEET NATIONAL BANK, as agent

                                   By:__________________________________________
                                   Name:  Thomas Engels
                                   Title: Senior Vice President

                                   FLEET NATIONAL BANK,  as lender

                                   By:__________________________________________
                                   Name:  Thomas Engels
                                   Title: Senior Vice President

                                   U.S. BANK NATIONAL ASSOCIATION, as lender

                                   By:__________________________________________
                                   Name:  Hassan A. Salem
                                   Title: Vice President

                                   918 17th Street
                                   Denver, CO 80202
                                   Telecopier:  (303) 585-4135



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