Amendment No. 1 to Securities Purchase Agreement

                  This Amendment No. 1 dated as of August 22, 2001 with respect
to the Securities Purchase Agreement dated as of July 15, 2001 (as amended, the
"Securities Purchase Agreement") among American Skiing Company, a Delaware
corporation (the "Company", Oak Hill Capital Partners, L.P., a Delaware limited
partnership ("OHCP"), Oak Hill Capital Management Partners, L.P., a Delaware
limited partnership ("OHCMP"), Oak Hill Securities Fund, L.P., a Delaware
limited partnership ("OHSF"), Oak Hill Securities Fund II, L.P., a Delaware
limited partnership ("OHSFII"), and OHCP Ski, L.P., a Delaware limited
partnership ("OHSKI"). OHCP, OHCMP, OHSF, OHSFII and OHSKI are collectively
referred to herein as the "Purchasers". Capitalized terms used but not otherwise
defined herein have the meanings ascribed to them in the Securities Purchase
Agreement.

                  WHEREAS, in accordance with the provisions of Section 8.07 of
the Securities Purchase Agreement, OHCP and OHCMP have each assigned to OHSF,
OHSFII and OHSKI the right to purchase certain of the securities initially
contemplated to be purchased by OHCP and OHCMP, and the parties desire to enter
into this Amendment for the purpose of recording the securities to be purchased
by the respective Purchasers at the Closing.

                  NOW THEREFORE, the signatories hereto hereby agree as follows:

                  1. Annex B, Annex C and Annex D to the Securities Purchase
Agreement are hereby amended to the forms thereof attached to this Amendment.

                  2. Exhibit E to the Securities Purchase Agreement is hereby
amended to the forms thereof attached to this Amendment.

                  3. The Securities Purchase Agreement is and shall remain in
full force and effect, without modification except as expressly set forth
herein.


<PAGE>

                  IN WITNESS WHEREOF, the Company and the Purchasers have caused
this Amendment to be executed as of the date first written above by their
respective officers thereunto duly authorized.



                                            AMERICAN SKIING COMPANY


                                            By:   /s/ Foster Stewart
                                                  ------------------------------
                                                  Name:  Foster Stewart
                                                  Title:  Secretary




<PAGE>





                                            OAK HILL CAPITAL PARTNERS, L.P.

                                            By:  OHCP GenPar, L.P.,
                                                 its general partner

                                            By:  OHCP MGP, LLC,
                                                 its general partner

                                            By:   /s/ John R. Monsky
                                                  ------------------------------
                                                  Name:  John R. Monsky
                                                  Title:    Vice President


                                            OAK HILL CAPITAL MANAGEMENT
                                            PARTNERS, L.P.

                                            By:  OHCP GenPar, L.P.,
                                                 its general partner

                                            By:  OHCP MGP, LLC,
                                                 its general partner

                                            By:   /s/ John R. Monsky
                                                  ------------------------------
                                                  Name:  John R. Monsky
                                                  Title:    Vice President


                                            OAK HILL SECURITIES FUND, L.P.

                                            By:   Oak Hill Securities
                                                  GenPar, L.P.,
                                                  its general partner

                                            By:   Oak Hill Securities MGP, Inc.,
                                                  its general partner

                                            By:   /s/ Glenn R. August
                                                  ------------------------------
                                                  Name:  Glenn R. August
                                                  Title:     President




<PAGE>


                                            OHCP SKI, L.P.

                                            By: Oak Hill Capital Partners, L.P.,
                                                its general partner

                                            By:  OHCP GenPar, L.P.,
                                                 its general partner

                                            By:   OHCP MGP, LLC,
                                                  its general partner

                                            By:   /s/ John R. Monsky
                                                  ------------------------------
                                                  Name:  John R. Monsky
                                                  Title:    Vice President


                                            OAK HILL SECURITIES FUND II, L.P.

                                            By:   Oak Hill Securities GenPar II,
                                                  L.P., its general partner

                                            By:   Oak Hill Securities MGP II,
                                                  Inc., its general partner

                                            By:   /s/ Glenn R. August
                                                  ------------------------------
                                                  Name:  Glenn R. August
                                                  Title:     President







<PAGE>



                                     ANNEX B

                                 JSN PURCHASERS

<TABLE>
                                                                   Principal Amount of
                                            Jurisdiction           Junior Subordinated
                Name                  and Type of Organization       Notes Purchased           Purchase Price
                ----                              ------------       ---------------           --------------

<S>                                         <C>                     <C>                       <C>
Oak Hill Capital Partners, L.P.             Delaware L.P.           $10,822,500               $10,822,500

Oak Hill Capital Management                 Delaware L.P.           $277,500                  $277,500
Partners, L.P.

Oak Hill Securities Fund, L.P.              Delaware L.P.           $616,667                  $616,667

Oak Hill Securities Fund II, L.P.           Delaware L.P.           $616,666                  $616,666

OHCP Ski, L.P.                              Delaware L.P.           $166,667                  $166,667



</TABLE>

<PAGE>



                                     ANNEX C

                             COMMON SHARE PURCHASERS

<TABLE>
                                              Jurisdiction              Number of
                 Name                   and Type of Organization     Shares Purchased          Purchase Price
                 ----                               ------------     ----------------          --------------

<S>                                          <C>                        <C>               <C>
Oak Hill Capital Partners, L.P.              Delaware L.P.              865,800           $865,800

Oak Hill Capital Management Partners,        Delaware L.P.              22,200            $22,200
L.P.

Oak Hill Securities Fund, L.P.               Delaware L.P.              49,334                   $49,334

Oak Hill Securities Fund II, L.P.            Delaware L.P.              49,333                   $49,333

OHCP Ski, L.P.                               Delaware L.P.              13,333                   $13,333


</TABLE>


<PAGE>



                                     ANNEX D

                      SERIES C-1 AND SERIES C-2 ALLOCATIONS
<TABLE>

                                                                        Number of               Percentage of
                                              Jurisdiction              Series C-1             Designated C-2
                 Name                   and Type of Organization     Preferred Shares           Share Number
                 ----                               ------------     ----------------           ------------

<S>                                          <C>                          <C>                      <C>
Oak Hill Capital Partners, L.P.              Delaware L.P.                34,632                   86.58%

Oak Hill Capital Management Partners,        Delaware L.P.                 888                      2.22%
L.P.

Oak Hill Securities Fund, L.P.               Delaware L.P.                1,974                    4.934%

Oak Hill Securities Fund II, L.P.            Delaware L.P.                1,973                    4.933%

OHCP Ski, L.P.                               Delaware L.P.                 533                     1.333%

</TABLE>