Exhibit 10.3


                              WAIVER AND AMENDMENT


     Reference is made to the Amended and Restated Credit  Agreement dated as of
March 15, 2002 (as amended, modified,  supplemented or restated through the date
hereof,  the "Credit  Agreement")  by and among Booth Creek Ski  Holdings,  Inc.
("BCS Holdings"), Booth Creek Ski Acquisition Corp. ("BCS Acquisition"), Trimont
Land Company ("TLC"),  Sierra-at  Tahoe,  Inc.  ("Sierra-at-Tahoe"),  Waterville
Valley  Ski  Resort,  Inc.  ("Waterville"),  Mount  Cranmore  Ski  Resort,  Inc.
("Cranmore"),   Ski  Lifts,  Inc.  ("Ski  Lifts"),  LMRC  Holding  Corp.  ("LMRC
Holding"),  Loon Mountain  Recreation  Corporation  ("Loon"),  Loon Realty Corp.
("Loon  Realty"  and  together  with  BCS  Holdings,   BCS   Acquisition,   TLC,
Sierra-at-Tahoe,  Waterville,  Cranmore,  Ski Lifts, LMRC Holdings and Loon, the
"Borrowers"),  as borrowers, DRE, L.L.C. ("DRE" and together with the Borrowers,
the "Loan  Parties"),  as  guarantor,  the  Lenders  from  time to time  parties
thereto,  as lenders,  and Fleet National Bank, a national  banking  association
(the "Agent"),  as agent for the Lenders.  Capitalized terms used herein and not
otherwise  defined  shall  have  the  meanings  ascribed  to them in the  Credit
Agreement.


     The  Borrowers  have  informed  the Lenders that the Loan Parties and their
Subsidiaries  will not satisfy the  requirements of Section 5.5(a) of the Credit
Agreement for the four consecutive fiscal quarter period ended January 31, 2003.


     In order to induce the  undersigned  Lenders to enter into this  Waiver and
Amendment,  the  Borrowers  hereby  represent  and  warrant  that (a) the actual
Consolidated  Resort EBITDA of the Loan Parties and their  Subsidiaries  for the
four consecutive  fiscal quarter period ended January 31, 2003 was not less than
$21,500,000,  (b) no  Default or Event of  Default  under the  Credit  Agreement
exists on the date hereof after giving  effect to this Waiver and  Amendment and
(c) all of the representations and warranties  contained in the Credit Agreement
are true and correct in all material respects as of the date hereof after giving
effect  to  this  Waiver  and  Amendment,  with  the  same  effect  as if  those
representations  and  warranties  had  been  made on and as of the  date  hereof
(except as to transactions permitted under the Credit Agreement and described on
a  Compliance  Certificate  previously  delivered to the Agent and except to the
extent that any  representation or warranty made as of a specified date shall be
required  to be  true  and  correct  in all  material  respects  only as of such
specified date and except that all references  therein to the audited  financial
statements  of the Loan Parties and their  Subsidiaries  shall refer to the most
recent audited financial statements of the Loan Parties and their Subsidiaries).


     The undersigned  Lenders,  constituting  Majority  Lenders under the Credit
Agreement,  hereby waive any Default or Event of Default  arising as a result of
the failure by the Borrowers to satisfy  Section 5.5(a) of the Credit  Agreement
for the four  consecutive  fiscal  quarter  period ended  January 31, 2003.  The
undersigned Lenders,  constituting  Majority Lenders under the Credit Agreement,
also agree to hereby amend Section  2.2(c) of the Credit  Agreement by adding at
the end of such provision the following language:

               "; provided that the Designated  Cleanup Period for 2003 shall be
               a period of not less than twenty (20) consecutive days."

     This Waiver and Amendment is limited as specified and shall not  constitute
a  modification,  amendment  or  waiver  of any other  provision  of the  Credit
Agreement or constitute a course of dealing between the parties. This Waiver and
Amendment  may be executed in any number of  counterparts  and by the  different
parties  hereto  on  separate  counterparts,  each of  which  counterparts  when
executed and delivered  shall be an original,  but all of which  together  shall
constitute  one and the same  instrument.  From and after the date  hereof,  all
references  to the Credit  Agreement  in the Credit  Agreement  and in any other
Lender  Agreements  shall be deemed to be references to the Credit  Agreement as
modified  hereby.  Except as amended hereby,  the Credit Agreement and the other
Lender Agreements shall remain in full force and effect in accordance with their
terms.


                            [Signature Page Follows]



<PAGE>



     IN WITNESS  WHEREOF,  the Loan Parties and the Lenders have  executed  this
Waiver and Amendment as of March 14, 2003.



                                           Booth Creek Ski Holdings, INC.
                                           Booth Creek Ski Acquisition Corp.
                                           Trimont Land Company
                                           Sierra-at-Tahoe, 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: /s/ Brian J. Pope
                                               ----------------------------
                                           Name:   Brian J. Pope
                                           Title:  Vice President


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

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

                                           FLEET NATIONAL BANK, as Agent for the
                                           Lenders under the Credit Agreement
                                           and on its own behalf

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


                                           U.S. BANK NATIONAL ASSOCIATION,
                                           as Lender

                                           By: /s/ Heather A. Miller
                                               ----------------------------
                                           Name:   Heather A. Miller
                                           Title:  Vice President