CREDIT AGREEMENT

                          Dated as of September 4, 1998

                                      Among

                 AMERICAN SKIING COMPANY RESORT PROPERTIES, INC.
                                  as Borrower,


                            THE LENDERS PARTY HERETO,

                                       and

                                BANKBOSTON, N.A.
                            as Agent for the Lenders





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                                CREDIT AGREEMENT

        This CREDIT  AGREEMENT  is entered  into as of  September  4,1998 by and
among  AMERICAN  SKIING  COMPANY RESORT  PROPERTIES,  INC., a Maine  corporation
("Borrower"),  the lenders from time to time party hereto, and BANKBOSTON, N.A.,
a national banking association, as Agent for the lenders from time to time party
hereto (the "Agent").

                                    RECITALS

        Borrower  desires to arrange for a credit facility in the amount of $30,
000, 000, on the terms and  conditions  set forth herein,  the proceeds of which
will be used (a) to fund  certain  capital  expenditures  and (b) to provide for
on-going  working capital and other specified  needs. The Lenders are willing to
provide such additional financing on the terms and conditions set forth herein.

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Borrower,  the Agent and the
Lenders agree hereby as follows:

ARTICLE 1.         DEFINITIONS AND ACCOUNTING TERMS

        Section 1.1 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:

        "AFFILIATE" shall mean (a) any director or executive officer of American
Ski or any  of  its  Subsidiaries  or any  Person  owning  more  than  5% of the
outstanding  common stock of American Ski or any of its Subsidiaries and (b) any
Person that  controls,  is controlled by or is under common  control with such a
Person  or any  Affiliate  of such  Person.  For  purposes  of this  definition,
"control" of a Person shall mean the possession,  directly or indirectly, of the
power to direct or cause the direction of its  management  or policies,  whether
through the ownership of voting securities, by contract or otherwise.

        "AGENT"  shall mean  BankBoston,  N.A., in its capacity as agent for the
Lenders, and its successors in that capacity.

        "AGREEMENT" shall mean this 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.

        "AMERICAN SKI" shall mean American Skiing Company, a Maine corporation.


<PAGE>


        "APPRAISAL" shall mean an appraisal of the fair market value of property
and business,  accepted and approved by the Agent,  performed by an  independent
appraiser  selected by the Agent who is not employed by American Ski, any of its
Subsidiaries  or the Agent,  the form of such  appraisal and the identity of the
appraiser to be acceptable to the Agent.

        "APPRAISED  VALUE"  shall  mean the  fair  market  value of the  subject
property determined by the most recent Appraisal.

        "APPROVED  FUND"  means,  with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed by the same  investment  advisor as such Lender or by an affiliate of
such investment advisor.

        "ASSIGNMENT AND ACCEPTANCE AGREEMENT" See Section 14.2 hereof.

          "BORROWERS  SUBSIDIARIES"  Canyon Resort,  Grand Summit,  and Heavenly
Resort.

         "BUDGET" shall mean the budget attached hereto as Exhibit C.

        "BUSINESS  DAY"  shall  mean  for all  purposes,  any day  other  than a
Saturday,  Sunday or legal holiday on which banks in Boston,  Massachusetts  are
open for the conduct of a substantial part of their commercial banking business.

        "CANYONS" shall mean the recreational and resort facilities  operated by
American Ski or a Subsidiary located in Summit County, Utah.

        "CANYONS  RESORT" shall mean Canyons  Resort  Properties,  Inc., a Maine
corporation.

        "CAPITAL  ASSETS" shall mean fixed assets,  both tangible (such as land,
buildings,  fixtures,  machinery and equipment) and intangible (such as patents,
copyrights,  trademarks,  franchises  and  goodwill);  PROVIDED,  HOWEVER,  that
Capital  Assets shall not include any item  customarily  charged  directly as an
expense  or  depreciated  over a useful  life of twelve  (12)  months or less in
accordance with generally accepted accounting principles.

        "CAPITAL  EXPENDITURES"  shall mean amounts paid or incurred,  including
indebtedness incurred, by Borrower or any of its Subsidiaries in connection with
the purchase or lease by Borrower or any of its  Subsidiaries  of Capital Assets
that would be required to be or are  capitalized  and shown on the balance sheet
of  Borrower  and  its  Subsidiaries  in  accordance  with  generally   accepted
accounting principles.

<PAGE>


         "CAPITALIZED  LEASE"  shall  mean  any  lease  which  is or  should  be
  capitalized  on the balance sheet of the lessee in accordance  with  generally
  accepted accounting principles and Statement of Financial Accounting Standards
  No. 13.

        "CAPITALIZED  LEASE  OBLIGATIONS" shall mean the amount of the liability
reflecting  the  aggregate  discounted  amount  of  future  payments  under  all
Capitalized Leases calculated in accordance with generally  accepted  accounting
principles and Statement of Financial Accounting Standards No. 13.

        "CASH INSURANCE  PROCEEDS" shall mean the proceeds  received by Borrower
and its  Subsidiaries  under any key man life insurance or property and casualty
insurance policy carried by Borrower and it Subsidiaries.

        "CASH PROCEEDS"  shall mean, with respect to any Permitted  Disposition,
the  aggregate  cash  payments  (including  any cash received by way of deferred
payment  pursuant to a note receivable  issued in connection with such Permitted
Disposition,  but only as and when received)  received by Borrower or any of its
Subsidiaries from such Permitted Disposition.

        "CLOSING  DATE" shall mean the date on which all of the  conditions  set
forth in Section 3.1 have been satisfied.

        "CODE" shall mean the Internal  Revenue Code of 1986,  as amended and in
effect from time to time.

        "COLLATERAL"  shall mean all of the  property,  rights and  interests of
Borrower  and its  Subsidiaries  that are  subject  to the  security  interests,
pledges, and mortgages created by the Security Agreements.

        "COMMISSION" shall mean the Securities and Exchange Commission.

        "COMMITMENT  PERCENTAGE"  shall mean as to each  Lender,  the sum of its
Term Loan Commitment Percentage as set forth on SCHEDULE I hereto.

          "COMPLIANCE CERTIFICATE" shall mean a certificate in a form acceptable
to Agent.

        "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 American  Ski (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
generally  accepted  accounting  principles and with appropriate  deductions for
minority interests in Subsidiaries, as required by generally accepted accounting
principles.


<PAGE>

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

         "DESIGNATED  PROPERTIES"  shall mean the real  properties and interests
  therein owned by Borrower and described on Exhibit B.

         "DISTRIBUTION"  shall  mean:  (a) the  declaration  or  payment  of any
  dividend  on or in  respect  of any  shares of any class of  capital  stock of
  Borrower, (b) the purchase,  redemption, or other acquisition or retirement of
  any  shares  of any  class  of  capital  stock  of  Borrower,  (c)  any  other
  distribution  on or in respect of any shares of any class of capital  stock of
  Borrower,  (d) any setting apart or allocating any sum. for the payment of any
  dividend or distribution or for the purchase,  redemption or retirement of any
  shares of capital  stock of Borrower  and (e) any'  payment of principal on or
  any retirement or defeasance of Subordinated Indebtedness.

         "ELIGIBLE ASSIGNEE(S)" shall mean any entity approved by the Agent.

         "ENVIRONMENT"  means soil, surface waters,  groundwaters,  land, stream
  sediments,  surface or subsurface  strata,  ambient air, and any environmental
  medium.

         "ENVIRONMENTAL LAW" means any judgment, decree, order, common law rule,
  statute,  act  law,  code,  ordinance,  permit,  license,  rule or  regulation
  pertaining to environmental  matters,  or any federal,  state, county or local
  statute,  regulation,  code,  ordinance,  order or decree  relating  to public
  health,  welfare,, the Environment,  or to the storage,  handling,  treatment,
  transportation,  use  or  generation  of  Hazardous  Materials  in or  at  the
  workplace,  or to worker  health or safety,  whether now existing or hereafter
  enacted.

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

         "EVENT OF DEFAULT" See Section 12.1 hereof.

         "FEE LETTER" See Section 2.5 hereof.

         "GENERALLY  ACCEPTED   ACCOUNTING   PRINCIPLES"  shall  mean  generally
  accepted accounting principles as defined by controlling pronouncements of the
  Financial  Accounting  Standards Board, as from time to time  supplemented and
  amended.

         "GOVERNMENTAL AUTHORITY" shall mean any nation or government, any state
  or other political  subdivision  thereof and any entity exercising  executive,
  legislative, judicial, regulatory or administrative functions of or pertaining
  to government.

         "GRAND SUMMIT" shall mean Grand Summit Resort Properties, Inc., a Maine
corporation.


<PAGE>

         "GUARANTY" or "GUARANTEE" or "GUARANTIES" shall include any arrangement
  whereby a Person is or becomes liable in respect of any  Indebtedness or other
  obligation of another and any other arrangement  whereby credit is extended to
  another  obligor on the basis of any  promise  of a  guarantor,  whether  that
  promise is expressed in terms of an obligation to pay the Indebtedness of such
  obligor,  or to purchase or lease assets under circumstances that would enable
  such obligor to discharge one or more of its  obligations,  or to maintain the
  capital, the working capital,  solvency or general financial condition of such
  obligor, whether or not such arrangement is listed in the balance sheet of the
  guarantor or referred to in a footnote thereto.

        "HAZARDOUS MATERIAL" means any pollutant,  contaminant, toxic substance,
chemical substance or mixture, hazardous waste, hazardous material, or hazardous
substance,  or any oil,  petroleum,  or  petroleum  product,  as  defined  in or
pursuant  to the  Resource  Conservation  and  Recovery  Act,  as  amended,  the
Comprehensive  Environmental  Response,  Compensation,  and  Liability  Act,  as
amended,  the  Superfund  Amendment  and  Reauthorization  Act, as amended,  the
Federal Clean Water Act, as amended, the Hazardous Materials Transportation Act,
as amended,  the Toxic  Substances  Control  Act, as  amended,  any  regulations
promulgated under these Acts, or any other Environmental Law.

        "HEAVENLY RESORT" shall mean Heavenly Resort  Properties,  LLC, a Nevada
limited liability company.

        "INDEBTEDNESS" shall mean, as to any Person,  without  duplication:  (a)
all  obligations  of such  Person  for  borrowed  money or  evidenced  by bonds,
debentures, notes or similar instruments) (b) all obligations of such Person for
the  deferred  purchase  price  of  property  or  services   (including  without
limitation  deferred  payment  obligations  which are part of the  consideration
provided for in agreements not to compete),  except trade  accounts  payable and
accrued  liabilities  arising in the ordinary  course of business  which are not
overdue  by more  than 60 days or which  are being  contested  in good  faith by
appropriate  proceedings;  (c) all capital lease obligations of such Person; (d)
all  Indebtedness  of  others  secured  by a lien on any  properties,  assets or
revenues of such person (e) all Indebtedness of others guaranteed by such Person
(except completion  Guaranties under which such person has not yet been required
to  perform);  (f) all net  obligations  of such  Person  under  interest  rate,
commodity,  foreign currency and financial markets swaps,  options,  futures and
other hedging obligations) and (g) all obligations of such Person, contingent or
otherwise,  in respect of letters of credit or bankers'  acceptances  or similar
instruments.

        "INDEMNITY    AGREEMENTS"    shall   mean   the   Hazardous    Materials
Indemnification Agreements of even date herewith from Borrower to the Agent.

        "INTERCOMPANY  DEBT" shall mean the indebtedness by Borrower to American
Ski in the maximum principal amount of $20,289,000.00.

        "INVESTMENT" shall mean (a) any stock, evidence of Indebtedness or other
security of another  Person,  (b) any loan,  advance,  contribution  to capital,
extension of


<PAGE>


  credit  (except  for  current  trade  and  customer  accounts  receivable  for
  inventory  sold or services  rendered in the  ordinary  course of business and
  payable in accordance with customary  trade terms) to another Person,  (c) any
  purchase  of (i)  stock or other  securities  of  another  Person  or (ii) any
  business or undertaking  of another  Person  (whether by purchase of assets or
  securities),  any  commitment  or option to make any such  purchase if, in the
  case of an option,  the  aggregate  consideration  paid for such option was in
  excess of $I 00 or (d) any other investment,  in all cases whether existing on
  the date of this Agreement or thereafter made.

         "LEASES"  shall mean all leases and other  agreements  under  which the
  Borrower have rights to use or occupy any real property.

         "LENDER  AGREEMENTS'  shall mean this  Agreement,  the Term Notes,  the
  Indemnity Agreements, the Security Agreements, and any other present or future
  agreement  from  time to time  entered  into  between  Borrower  or any of its
  Subsidiaries and the Agent or any Lender, each as from time to time amended or
  supplemented,  and all  statements,  reports  and  certificates  delivered  by
  Borrower or any of its  Subsidiaries  to the Agent or any Lender in connection
  therewith.

         "LENDER  OBLIGATIONS" shall mean all present and future obligations and
  Indebtedness of Borrower or any of its Subsidiaries  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 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.

         "LENDERS" shall mean (a) initially, each lender listed on the signature
  pages hereof and  designated on Schedule 1, (b) any other Person who becomes a
  Successor Lender hereunder in accordance with the terms of Section 14.2 hereof
  and (c) the successors and assigns of the Persons described in clauses (a) and
  (b).

         "LIEN' -- See Section 9.2 hereof.

         "LOAN" shall mean all or a portion of the Loans  outstanding  hereunder
  or  made  to the  Borrower  by the  Lenders  pursuant  to  Article  2 of  this
  Agreement, and "Loans" means all of such loans, collectively.

         "MAJORITY  LENDERS"  shall mean,  at any time,  any two or more Lenders
  holding  at least 51% of the sum of the  outstanding  principal  amount of the
  Loans.

          "MARRIOTT  JOINT  VENTURE"  shall mean the  Purchase  and  Development
Agreement  among American Ski,  Marriott  Ownership  Resorts,  Inc. and Borrower
dated July 22, 1998.

         "MATERIAL  ADVERSE EFFECT" shall mean any adverse change (or occurrence
or condition reasonably likely to produce an adverse change) in the financial



<PAGE>

condition,  properties,  business,  operations or prospects which is material to
Borrower and its subsidiaries.

        "MORTGAGED  PROPERTIES"  shall mean all real  properties  and  interests
therein  owned by  Borrower  or any of its  Subsidiaries  which are  subject  to
mortgage liens in favor of the Agent.

        "MORTGAGES" shall mean the various deeds of trust, mortgages and similar
security instruments executed by the Borrower on even date.

        "NET CASH  PROCEEDS"  shall mean the Cash Proceeds  (with respect to any
Permitted Disposition) or Cash Insurance Proceeds (with respect to any casualty)
net of the sum of (a) the  amount of such  proceeds  required  to be  applied to
repay  Indebtedness  (other than the Loans) incurred or secured by a lien on any
asset disposed of in connection with such Permitted  Disposition;  (b) brokerage
commissions,  legal fees,  accounting fees,  investment banking fees,  trustee's
fees, finder's fees and other similar fees and commissions, all of which amounts
under this  clause (b) shall be  reasonable  and  customary;  (c) taxes  payable
within  one year in  connection  with or as a result  of such  transaction;  (d)
amounts held in escrow in connection with any such Permitted  Disposition (prior
to the release  thereof);  and (e) other reasonable and customary  out-of-pocket
costs incurred in connection therewith.
         "NOTES" shall mean the Term Loan Notes.
         "PAUL HASTINGS" shall mean Paul, Hastings, Janofsky & Walker, LLP.

        "PENSION  PLAN"  shall  mean an  employee  benefit  plan or  other  plan
maintained  for the  employees  of Borrower or any  Subsidiary  as  described in
Section 4021 (a) of ERISA.

        "PERFECTION  EVENT"  shall  mean the  occurrence  of an Event of Default
hereunder  or the failure of  Borrower  to pay in full all amounts  owing to the
Lenders hereunder and under the Term Loan Notes on or before the Maturity Date.

        "PERFECTION  REQUIREMENT"  shall mean the requirement to file and record
the  Security  Agreements  or other  documents  in order to perfect the security
interest created thereby.

        "PERMITTED  CAPITAL  EXPENDITURES"  shall mean Capital  Expenditures  of
Borrower and its Subsidiaries permitted under Section hereto.

         "PERMITTED FINANCIAL FACILITIES" See Section 9. 1 (e).
         "PERMITTED LIENS" See Section 9.2 hereof.

<PAGE>

          "PERMITTED  CONSTRUCTION  PROJECTS"  shall  mean the  following  hotel
projects:  (i) Grand Summit at the Canyons; (ii) Grand Summit at Steamboat;  and
(iii) the Sundial Lodge at the Canyons.

         "PERSON"  shall mean an  individual,  corporation,  partnership,  joint
  venture,  association,  estate,  joint  stock  company,  trust,  organization,
  business, or a government or agency or political subdivision thereof.

         "PURCHASE  MONEY  MORTGAGE"  shall mean the  Purchase  Money  Mortgages
  described in SCHEDULE 2 attached hereto.

         "PURCHASE MONEY  INDEBTEDNESS"  shall mean indebtedness  affecting real
  property known as Parcel A-2 at the Canyons being more  particularly set forth
  as:

           1 .   $300,000 mortgage loan from IRJ Enterprises, Inc.
           2.     $1,000,000 mortgage loan from Songbird Enterprises
           3.     $500,000 mortgage loan from Michael J. Maier
           4.    $1,720,000 mortgage loan from Wolf Mountain Resorts, L.C.



         "PURCHASE  OPTION"  shall mean the Option to Purchase  in that  certain
  Ground Lease Agreement dated July 3, 1997 between Wolf Mountain Resorts,  L.C.
  and NSC  Utah,  Inc.,  as  assigned  to  Borrower  pursuant  to  that  certain
  Assignment of Purchase  Option  Interest  dated  September 4, 1998 between ASC
  Utah,  Inc. and Borrower with respect to the real property  commonly  known as
  the Canyons located in Utah.

         "REPORTABLE  EVENT"  shall  mean an  event  reportable  to the  Pension
  Benefit Guaranty Corporation under Section 4043 of Title IV of ERISA.

         "SECURITY AGREEMENTS" shall mean:

          (a)       The Mortgages;

          (b)       The   Assignment   of   Trademarks    ("Trademark   Security
                    Agreements") from Borrower to the Agent;

          (c)       The   Assignments   of  Licenses,   Contracts   and  Permits
                    ("Assignments of Licenses") from Borrower to the Agent; and

  (d) All other security agreements, pledge agreements,  mortgages,  assignments
  and other  instruments by which Borrower grants or pledges to the Agent a lien
  on,  security  interest in, or pledge or mortgage or  assignment of any of its
  assets.

         "SENIOR  FACILITY"  The  senior  secured  credit  facility  in favor of
  American Ski and related  entities by BankBoston,  N.A., as Agent se set forth
  in the Amended and Restated Credit Agreement dated as of November 12, 1997.


<PAGE>


         "SOLVENT" or "SOLVENCY" shall mean, as to any Person,  that such Person
  (a) has  assets  having a fair  value in  excess of its  liabilities,  (b) has
  assets  having a fair  value  in  excess  of the  amount  required  to pay its
  liabilities  on existing  debts as such debts become  absolute and matured and
  (c) has, and expects to continue to have,  access to adequate  capital for the
  conduct  of its  business  and the  ability to pay its debts from time to time
  incurred  in  connection  with the  operation  of its  business  as such debts
  mature.

         "STATUS  MEMORANDUM"  shall mean memorandum as to the status of certain
  aspects of the Mortgaged Properties set forth on Exhibit D.

         "SUBORDINATION   AGREEMENT"  shall  mean  the  Subordination  Agreement
  between American Ski, Borrower and Agent dated as of even date.

         "SUBSIDIARY"  shall  mean any  Person  of which  Borrower  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.

         "TANGIBLE  NET WORTH"  shall mean the excess of Total Assets over Total
Liabilities.

         "TERM  LOAN  COMMITMENT  PERCENTAGE"  shall  mean as to each  Term Loan
  Lender,  its percentage  interest in the Term Loans as set forth on SCHEDULE I
  hereto.

         ,,TERM LOAN LENDERS" shall mean those Lenders so identified on SCHEDULE
I hereto.

         "TERM LOAN MATURITY DATE" shall mean December 4,1998.

         "TERM LOAN NOTES" shall mean the Term Loan Notes  substantially  in the
  form of  EXHIBIT  A hereto  executed  by  Borrower  in favor of each Term Loan
  Lender to evidence the Term Loans.

         "TERM LOANS" shall mean the term loans made by the Term Loan Lenders to
  Borrower pursuant to Section 2.1 hereof.

         "TEXTRON  FACILITY" shall mean the existing  Construction Loan Facility
  provided to Grand  Summit from  Textron  Financial  Corporation,  as agent and
  co-lender and Green Tree Financial Servicing Corporation, as co-lender.

          "TITLE COMPANY" shall mean Land America National Title Services,  Inc.
or other nationally recognized title insurance company approved by Agent.

         "TOTAL  ASSETS"  shall  mean  all  assets  of  the  Borrower  excluding
  intangible  assets  such  as  goodwill,  all  determined  in  accordance  with
  generally accepted accounting principles.



<PAGE>

        "TOTAL LIABILITIES" shall mean all liabilities of the Borrower which are
properly accounted for as such in accordance with generally accepted  accounting
principles excluding the Intercompany Debt.

        "UCC" shall mean the Uniform Commercial Code in effect in the applicable
jurisdiction, as amended from time to time.

        "WHOLLY-OWNED  SUBSIDIARY" shall mean any Person of which Borrower shall
now or hereafter  at the time own,  directly or  indirectly  through one or more
Subsidiaries or otherwise,  one hundred percent (I 00%) of such Person's capital
stock or other beneficial interest.

        Section 1.2 ACCOUNTING  TERMS. All accounting terms used and not defined
in this  Agreement  shall be construed in  accordance  with  generally  accepted
accounting  principles  consistently applied, and all financial data required to
be delivered hereunder shall be prepared in accordance with such principles.


                              ARTICLE 2. THE CREDIT

        Section 2.1 THE TERM LOANS.  Subject to the terms and conditions of this
Agreement, on the date hereof, the Term Loan Lenders, severally and not jointly,
shall make term loans (the "Term  Loans") to Borrower in an amount equal to each
Term Loan Lender's Ten-n Loan Commitment  Percentage of $30,000,000 as set forth
on SCHEDULE I hereto and  Borrower  shall  execute and deliver to each Term Loan
Lender a Term Loan Note to evidence  the Term Loan made by such Term Loan Lender
to Borrower  hereunder.  Advances of the Term Loans shall be made by the Lenders
upon the  application  by the  Borrower  setting  for the  purpose  and  amounts
provided herein.  The Borrower shall be entitled to three Advances including the
Advance at Closing.

        Section 2.2  INTEREST ON THE TERM LOANS AND  INTEREST  RESERVE.  (a) The
Borrower shall pay interest on the unpaid, outstanding balance of the Term Loans
at a per annum rate equal to fourteen percent (I 4%). Interest on the Term Loans
shall be payable  monthly in arrears on the last day of each  month,  commencing
September 30, 1998, and continuing until all of the Indebtedness of the Borrower
to the Term Loan Lenders under the Term Loans shall have been paid in full,

                (b) Borrower  hereby  agrees that the Lenders  shall reserve the
proceeds of the Loan the sum of $1,500,000.00 ("Interest Reserve"). The Interest
Reserve  shall be  disbursed  by the  Lenders to pay:  (i)  regularly  scheduled
installments  of  accrued  and  unpaid  interest  under the  Notes  prior to the
Maturity  Date; or (ii) from and after the Maturity Date, for accrued and unpaid
interest under the Notes at the discretion of the Lenders.  The Interest Reserve
may be disbursed for purposes  other than the foregoing only with the consent of
the Lenders and upon notification of the Advance to the Borrower.

<PAGE>

         Section 2.3  ADDITIONAL  PAYMENTS.  Upon the  occurrence and during the
  continuance of any Event of Default, the Borrower shall, on demand, pay to the
  Agent,  for the  account of the  Lenders,  interest  on the  unpaid  principal
  balance of the Term Loans, and, to the extent permitted by law, on any overdue
  installments  of interest,  at a rate per annum equal to twenty  percent (20%)
  per annum.

         Section 2.4 COMPUTATION OF INTEREST,  ETC. Interest hereunder and under
  the Loans shall be  computed on the basis of a 360-day  year for the number of
  days actually elapsed.  No interest payment or interest rate charged hereunder
  shall exceed the maximum rate  authorized from time to time by applicable law.
  The outstanding  balance of the Term Notes as reflected on the Agent's records
  from time to time shall be considered  correct and binding on the Borrower and
  the Lenders (absent manifest error).

         Section 2.5 FEES.  Borrower shall pay to the Agent, for the Agent's own
  account, such applicable agency fees and, for the account of the Lenders, such
  applicable  closing  fees as are  provided in a letter  agreement  dated as of
  September 4, 1998 between Borrower and the Agent (as such letter agreement may
  from time to time be amended or supplemented, the "Fee Letter").

         Section 2.6 SET-OFF.  To the extent not  prohibited by applicable  law,
  the Borrower hereby authorizes the Agent and each Lender, without prior notice
  to the  Borrower,  if and to the extent  payment is not promptly made when due
  pursuant to the Term Loan Notes or pursuant to any provision  hereof or of any
  other Lender Agreement, to charge against any account of any Borrower with the
  Agent or such Lender,  an amount equal to the accrued  interest and  principal
  and other  amounts from time to time then due and payable to the Agent and the
  Lenders  hereunder  and under all other Lender  Agreements,  provided that the
  Agent shall notify the Borrower of any such set-off promptly thereafter.

         Section 2.7 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 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


<PAGE>

  any  liabilities of, or loans by a ' n 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 the Term Loans, and
  the result of any of the  foregoing is (A) to increase the cost to such Lender
  of  making,  funding  or  maintaining  a] I or any  part of the  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  Borrower  hereunder,  then,  and in each such case not  otherwise
  provided  for  -hereunder,  Borrower  will  upon  demand  made by such  Lender
  promptly  following such Lender'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.

         (b) Anything herein to the contrary notwithstanding, if, after the date
  hereof, any Lender shall have determined that any present or 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 Term
  Loans,  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  Borrower  accompanied  by an opinion of  counsel to such  Lender  with
  respect to such matters,  the cost of which opinion shall be paid by Borrower.
  Borrower 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 Borrower  and such Lender are
  unable  to agree on such  adjustment  within  thirty  (30) days of the date on
  which  Borrower  receives  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


<PAGE>

fees payable  hereunder shall increase by an amount which will, in such Lender's
reasonable  determination,   evidenced  by  calculations  in  reasonable  detail
furnished to Borrower,  compensate such Lender for such reduction, such Lender's
determination of such amount to be conclusive and binding upon Borrower,  absent
manifest error. In determining  such amount,  such Lender may use any reasonable
methods  of  averaging,  allocating  or  attributing  such  reduction  among its
customers.

        Section 2.8 USE OF PROCEEDS.  The  proceeds of the Term Loans  hereunder
shall be advanced to the  Borrower  pursuant to the terms of the  Agreement  and
used  by  Borrower:  (a) to pay  the  fees  and  expenses  associated  with  the
transactions contemplated hereby, (b) Permitted Capital Expenditures, (c) to the
extent (a) and (b) are fully reserved for, amounts shown on the Budget;  and (d)
such other  amounts and payees as the Agent shall  approve.  Borrower  will not,
directly,  or  indirectly,  use any part of such  proceeds  for the  purpose  of
purchasing  or carrying any margin  stock within the meaning of  Regulation U of
the Board of Governors of the Federal  Reserve System or to extend credit to any
Person for the purpose of purchasing or carrying any such margin stock. Borrower
may draw up to  $2,000,000.00  for the  purpose of payment  to  American  Ski in
connection  with the  capitalization  of the  Borrower.  This  payment  shall be
permitted  as the  only  Distribution  permitted  by  the  Borrower  other  than
reimbursements  to American  Ski for payroll  expenses of the  Borrower  and the
Borrower  Subsidiaries..  This  provision  shall control over the  provisions of
Section 9.6.

                   ARTICLE 3. CONDITIONS TO LOANS AND ADVANCES

        Section 3.1  CONDITIONS TO THE TERM LOANS.  The Lenders'  obligations to
make  the Term  Loans  shall be  subject  to  compliance  by  Borrower  with its
agreements contained in this Agreement,  and to the condition precedent that the
Lenders  shall  have  received  each of the  following,  in form  and  substance
satisfactory  to the Agent and its counsel or in the form attached  hereto as an
Exhibit, as the case may be:

         (a)    NOTES.  The Term Loan Notes duly executed by the Borrower.

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

        (c) INCUMBENCY. A certificate of the Secretary or an Assistant Secretary
(or Clerk or Assistant Clerk) of Borrower  certifying the name and signatures of
the officers of Borrower authorized to sign this Agreement, the Term Loan Notes,
the Security  Agreements,  the other Lender  Agreements to which Borrower or any
Subsidiary  is a party and the  other  documents  to be  delivered  by  Borrower
hereunder.

          (d)  CERTIFICATES  OF  EXISTENCE.  Certificates  of  legal  existence,
corporate or partnership good standing and foreign qualification for Borrower of
recent

         

<PAGE>

date issued by the appropriate California,  Colorado,  Delaware,  Maine, Nevada,
New Hampshire, Utah and Vermont Governmental Authorities.

        (e) CERTIFICATES OF TAX GOOD STANDING.  Certificate of tax good standing
for Borrower, each Borrower and each other Subsidiary of Borrower of recent date
issued by the appropriate California,  Colorado,  Delaware,  Maine, Nevada, Utah
and Vermont Governmental Authorities.

        (f) LEGAL OPINIONS.  The opinions of counsel to the Borrower,  dated the
date of  execution  of this  Agreement,  in form  acceptable  to counsel for the
Lenders.

        (g)  SATISFACTION  OF CONDITIONS.  A certificate of the chief  operating
officer or chief financial  officer of Borrower,  dated the Closing Date, to the
effect  that  all  conditions  precedent  on the  part  of the  Borrower  to the
execution  and  delivery  hereof  and the  making  of the Term  Loans  have been
satisfied.

        (h)  GOVERNMENTAL  APPROVALS.  Evidence of the receipt of all  necessary
governmental authorizations,  consents and approvals for the execution, delivery
and  performance  by  Borrower  and  its  Subsidiaries  party  thereto  of  this
Agreement,  the Term Loan Notes,  the Security  Agreements  and the other Lender
Agreements.

        (i) CLOSING FEE.  Receipt by the Agent for the account of the Lenders of
the closing fees due to it pursuant to the Fee Letter.

                TITLE. The Designated  Properties have been conveyed to Borrower
and Borrower owns fee simple title or other title acceptable to the Lenders with
respect to the Designated Properties.

          (k) PURCHASE  OPTION.  Borrower is the owner,  without  encumbrance or
other interest, of the Purchase Option.

        (1)  MARRIOTT.  Borrower  has  assigned  a first  in  priority  security
interest (subject to perfection) in the distribution interest of Borrower in the
Marriott Joint Venture.

        (in) SECURITY  AGREEMENTS.  Each of the Security  Agreements  shall have
been duly and properly authorized, executed and delivered by the parties thereto
and shall be in full force and effect, subject to perfection as provided herein,
and pursuant to the Security  Agreements  the Borrower shall have granted to the
Agent first valid and binding security interests,  liens and encumbrances on all
of the assets of  Borrower  (other  than de  minimis  or non core  assets of the
Borrower and  restricted  cash balances and  investments  of the disbursed  loan
proceeds)  in favor of the Agent  (subject  only to  permitted  Liens  including
without limitation:



<PAGE>

                (i) all fee simple and  leasehold  interests  in and to all real
property  owned or leased by Borrower,  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 Borrower, whether now
         owned  or  hereafter   acquired,   including  without   limitation  all
         machinery, equipment, furniture,  furnishings,  inventory,  appliances,
         contract rights,  deposit  accounts,  cash collateral,  hotel and motel
         revenues, instruments,  general intangibles, etc., whether now owned or
         hereafter acquired, but excluding leasehold personal property interests
         which  Borrower  is  prohibited  by the lessor from  assigning  and any
         interest in any personal  property  lease  agreement  which Borrower is
         prohibited from assigning;

                (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 Borrower's assets,
         including without limitation the Mortgaged  Properties,  or any portion
         thereof together with all income,  profits,  revenues,  cash collateral
         and other proceeds thereof, and

                (iv) all licenses,  permits,  trade names, patents,  trademarks,
approvals and contracts..

        (n)  INSURANCE.  The Agent  shall  have  received  (i)  certificates  of
insurance as to the liability, hazard and other insurance maintained by Borrower
on the Collateral in conformity with the insurance requirements contained herein
(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 Borrower,  its insurers and insurance brokers as the Agent may
request.

        (o) LEASES/SERVICE CONTRACTS The Agent shall have received copies of all
material  service  contracts  and leases  affecting any portion of the Mortgaged
Properties.

        (p) SUBORDINATION  AGREEMENT. The Agent shall have received the executed
Subordination Agreement.

        (q)  MISCELLANEOUS.  The Agent shall have received such other documents,
certificates and opinions as the Agent or the Lenders may reasonably request.

<PAGE>

                        ARTICLE 4. PAYMENT AND REPAYMENT

         Section 4.1 MANDATORY REPAYMENTS AND PREPAYMENTS.

                Borrower  shall  repay  the Term  Loans in full on the Term Loan
Maturity Date.

         Section 4.2 VOLUNTARY PREPAYMENTS.

                Borrower   may   make   prepayments   to  the   Agent   for  the
ratable-accounts of the Term Loan Lenders,  of any outstanding  principal amount
of the Term Loans, at any time.

        Section 4.3 PAYMENT OR OTHER ACTIONS ON NON-BUSINESS DAYS.  Whenever any
payment  to be made  hereunder  shall be stated to be due on a day other  than a
Business Day, such payment  shall be made on the next  succeeding  Business Day,
and such extension of time shall in such case be included in the  computation of
payment of interest or fees, as the case may be. 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  4.4  METHOD AND TIMING OF  PAYMENTS.  Borrower  shall make each
payment to be made by Borrower  hereunder not later than 3:00 noon (Boston time)
on the day when due in  lawful  money of the  United  States to the Agent at its
address set forth in Section  16.1 in  immediately  available  funds.  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  Borrower 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.

        Section 4.5 CURRENCY.  All payments and  prepayments  provided for under
this Agreement  shall be made in lawful currency of the United States of America
in immediately available funds,

        Section  4.6  FOREIGN  LENDERS.  Each Lender  (including  any  Successor
Lender)  that is not a citizen or resident of the United,  States of America,  a
corporation,  partnership  or other entity  created or organized in or under the
laws of the  United  States of America  (or any  jurisdiction  thereof),  or any
estate or trust that is subject to federal  income  taxation  regardless  of the
source of its income (a  "Non-U.S.  Lender")  shall  deliver to Borrower and the
Agent (or,  in the case of a Credit  Participant,  to the Lender  from which the
related  participation  shall have been  purchased)  two  copies of either  U.S.
Internal  Revenue  Service Form I 00 I or Form 4224, or, in the case of a Non-U.
S. Lender claiming exemption from U.S. federal withholding tax under Section 871
(h) or 881 (c) of the Code with respect to payments of  "portfolio  interest," a
Form W-8, or any subsequent

<PAGE>

versions thereof or successors thereto (and, if such Non-U.S.  Lender delivers a
Form W-8, an annual certificate  representing that such Non-U.S. Lender is not a
"bank" for  purposes  of Section 881 (c) of the Code,  is not a 10%  shareholder
(within the meaning of Section 871 (h)(3)(B) of the Code) of Borrower and is not
a  controlled  foreign  corporation  related to Borrower  (within the meaning of
Section  864(d)(4) of the Code)),  properly  completed and duly executed by such
Non-U.S.  Lender  claiming  complete  exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by Borrower under this Agreement and the
other Lender Agreements.  Such forms shall be delivered by each Non-U.S.  Lender
on or before the date it becomes a party to this  Agreement  (or, in the case of
any Credit Participant,  on or before the date such Credit Participant purchases
the related participation), In addition, each Non-U.S. Lender shall deliver such
forms  promptly  upon the  obsolescence  or  invalidity  of any form  previously
delivered by such Non-U.S.  Lender.  Each Non-U.S.  Lender shall promptly notify
Borrower at any time it determines that it is no longer in a position to provide
any  previously  delivered  certificate  to  Borrower  (or  any  other  form  of
certification  adopted  by  the  U.S.  taxing  authorities  for  such  purpose).
Notwithstanding any other provision of this Section 4.6, a Non-U.S. Lender shall
not be  required  to deliver  any form  pursuant  to this  Section 4.6 that such
Non-U.S. Lender is not legally able to deliver.


                    ARTICLE 5. REPRESENTATIONS AND WARRANTIES

        In order to  induce  the  Agent  and the  Lenders  to  enter  into  this
Agreement  and to induce the Lenders to make the Loans as  contemplated  hereby,
Borrower hereby makes the following representations and warranties:

        Section 5.1 EXISTENCE, CHARTER AND FORMATION DOCUMENTS, ETC. Borrower is
a corporation,  and is validly organized,  legally existing and in good standing
under the laws of the  jurisdiction  in which it is organized  and has corporate
power to own its  properties  and conduct its business as now  conducted  and as
proposed to be conducted by it.  Certified  copies of the charter  documents and
By-Laws of Borrower  have been  delivered to the Lenders and are true,  accurate
and complete as of the date hereof.

        Section 5.2 PRINCIPAL PLACE OF BUSINESS: LOCATION OF RECORDS. Borrower's
and each  Subsidiary's  principal  place of business is as described on SCHEDULE
5.2. All of the books and records or true and complete  copies thereof  relating
to the accounts and  contracts of Borrower are and will be kept at such location
and at the other locations designated on SCHEDULE 5.2.

        Section  5.3  QUALIFICATION.   Borrower  and  each  Subsidiary  is  duly
qualified,  licensed and  authorized to do business and is in good standing as a
foreign  corporation or partnership in each jurisdiction  where its ownership or
leasing of  properties  or the  conduct  of its  business  requires  it to be so
qualified  except to the extent  that any failure to be so  qualified  would not
have a Material Adverse Effect.


<PAGE>


         Section 5.4 SUBSIDIARIES.

          (a) Borrower has no Subsidiaries except for THE Borrower Subsidiaries.

         (b) There are no transactions  or  relationships  between  Borrower and
  American Ski or its Subsidiaries  except for the Intercompany  Debt, except as
  disclosed on SCHEDULE 5.4.

         Section 5.5 POWER.  The  execution,  delivery and  performance  of this
  Agreement,  the Term  Notes,  the  Security  Agreements  and all other  Lender
  Agreements and other documents delivered or to be delivered by Borrower to the
  Agent or the  Lenders,  and the  incurrence  of  Indebtedness  to the  Lenders
  hereunder or thereunder, now or hereafter owing:

         (a) are within the powers of Borrower,  having been duly  authorized by
  its Board of Directors or other similar  governing  body,  and, if required by
  law,  by its charter  documents  or by its  By-Laws,  by its  stockholders  or
  partners;

         (b) do not require any  approval  or consent  of, or filing  with,  any
  governmental  agency or other Person  (except for such  approvals and consents
  that  have  been  obtained  and  delivered  to the  Lenders)  and  are  not in
  contravention  of law or the terms of the  charter  documents  or  By-Laws  of
  Borrower or any amendment thereof,

         (c)      do not and will not

                (i)  result in a breach  of or  constitute  a default  under any
         indenture or loan or credit agreement or any other agreement,  lease or
         instrument  to which  Borrower or any  Subsidiary  or American Ski is a
         party or by which  Borrower or any Subsidiary or American Ski or any of
         their  respective  properties  are bound or affected,  except for those
         breaches or defaults  which have been waived or consented to in writing
         or which will not in the aggregate result in a Material Adverse Effect,

                (ii) result in a violation  of or default  under any law,  rule,
         regulation, order, writ, judgment, injunction, decree, determination or
         award having applicability to Borrower or any Subsidiary,  or to any of
         their respective properties.

         Section 5.6 VALID AND BINDING  OBLIGATIONS.  This  Agreement,  the Term
  Loan  Notes,  the  Security  Agreements  and all the other  Lender  Agreements
  executed in connection herewith and therewith  constitute,  or will constitute
  when delivered, the valid and binding obligations of Borrower,  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,
  subject to perfection as provided herein.


<PAGE>

        Section 5.7 OTHER AGREEMENTS.  Borrower is not 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 or any judgment,  decree, order,
rule or regulation,  which is likely to have a Material Adverse Effect, or which
restricts  the ability of Borrower  to carry out any of the  provisions  of this
Agreement,  the Term Loan Notes,  the Security  Agreements  or any of the Lender
Agreements  executed  in  connection  herewith  and  therewith  except  for  the
compliance by Borrower with the provisions of Section 1 1.2.

        Section 5.8 PAYMENT OF TAXES.  Borrower has filed all tax--returns which
are  required  to be filed  and has paid,  or made  adequate  provision  for the
payment of, all taxes which have or may become due  pursuant to said  returns or
to  assessments  received,  except such as are being  contested in good faith by
appropriate proceedings.

         Section 5.9 FINANCIAL STATEMENTS.

        (a) All  balance  sheets,  statements  and other  financial  information
furnished to the Agent and the Lenders in connection with this Agreement and the
transactions contemplated hereby, including,  without limitation,  the pro forma
financial  statement dated August 24, 1998, has been prepared in accordance with
generally accepted  accounting  principles  consistently  applied throughout the
periods involved (except for normal year-end  adjustments and for the absence of
footnotes with interim statements) and present fairly the consolidated financial
condition  of  Borrower  and its  Subsidiaries  reported  therein  and all  such
information so furnished was true,  correct and complete as of the date thereof,
in all material respects.

        (b) To the best knowledge of Borrower, no facts exist that (individually
or in  the  aggregate)  would  result  in any  material  change  in any of  such
projections.

        Section  5.10  OTHER  MATERIALS  FURNISHED.   The  written  information,
exhibits.  memoranda  or reports  furnished to the Agent or the Lenders by or on
behalf of Borrower in connection with the  negotiation of this Agreement,  taken
as a whole, does not contain any material  misstatement of fact or omit to state
a  material  fact  necessary  to  make  the  statements  contained  therein  not
misleading.

        Section 5.11 STOCK.  As of the date hereof,  the issued and  outstanding
capital  stock of  Borrower is as set forth on  SCHEDULE  5.4 hereto.  There are
presently  issued by  Borrower  and  outstanding  the  shares of  capital  stock
indicated on SCHEDULE  5.4.  Borrower has 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.  Borrower
has no other capital stock of any class outstanding.

        Section 5.12 CHANGES IN CONDITION.  Since the date of  formation,  there
has  been no  material  adverse  change  in the  business  or  assets  or in the
condition,  financial or otherwise,  of Borrower and its Subsidiaries taken as a
whole, and neither Borrower nor any Subsidiary have entered into any transaction
outside of the ordinary course of

<PAGE>

  business which is material to Borrower and its Subsidiaries  taken as a whole.
  Neither  Borrower  nor  any  Subsidiary  have,  as of the  date  thereof,  any
  contingent liabilities of any material amount.

         Section 5.13 ASSETS, LICENSES, PATENTS, TRADEMARKS, ETC.

         (a)  Borrower  has good and  marketable  title to,  or valid  leasehold
  interests in, all of their assets, real and personal, including the Designated
  Properties  and  the  Purchase  Option,   subject  to  no  liens,  charges  or
  encumbrances, except for liens, charges and encumbrances described in SCHEDULE
  5.13 and permitted by Section 9.2 hereof.

         (b) Borrower owns all material licenses,  patents, patent applications,
  copyrights, service marks, trademarks, trademark applications, and trade names
  necessary to continue to conduct its business.

         (c)  Except as set  forth on  SCHEDULE  5.13(C)  hereto,  no  leasehold
  personal  property  interest  which  Borrower is prohibited by the lessor from
  assigning  and no interest in any  personal  property  lease  agreement  which
  Borrower is  prohibited  from  assigning is material,  or taken as a whole are
  material, to the operations of Borrower.

         Section 5.14 LITIGATION.  There is no litigation,  at law or in equity,
  or any proceeding before any federal,  state, provincial or municipal board or
  other  governmental or  administrative  agency pending or, to the knowledge of
  Borrower, threatened, or any basis therefor, which involves a material risk of
  any judgment or liability which could have a Material  Adverse Effect,  and no
  judgment,  decree,  or order of any federal,  state,  provincial  or municipal
  board or other  governmental or administrative  agency has been issued against
  Borrower or any of its  Subsidiaries  which has or may have a Material Adverse
  Effect.

         Section 5.15 PENSION  PLANS.  No employee  benefit plan  established or
  maintained by Borrower or any of its Subsidiaries or any other Person a member
  of the same  "control  group," as American Ski or any of its  Subsidiaries  (a
  "Pension  Affiliate"),  within the meaning of Section  302(f)(6)(b)  of ERISA,
  (including  any  multi-employer  plan  to  which  American  Ski  or any of its
  Subsidiaries  contributes) which is subject to Part 3 of Subtitle B of Title I
  of the ERISA, had a material  accumulated  funding deficiency (as such term is
  defined in Section 302 of ERISA) as of the last day of the most recent  fiscal
  year of such  plan  ended  prior to the  date  hereof,  or  would  have had an
  accumulated  funding  deficiency (as so defined) on such day if such year were
  the first year of such plan to which Part 3 of  Subtitle B of Title I of ERISA
  applied,  and no material  liability  under Title IV of ERISA has been,  or is
  expected by Borrower or any of its  Subsidiaries  to be, incurred with respect
  to any  such  plan  by  Borrower  or any of its  Subsidiaries  or any  Pension
  Affiliate.  The  execution,  delivery and  performance by American Ski and the
  Borrower of this  Agreement  and the other Lender  Agreements  executed on the
  date hereof will not involve any prohibited  transaction within the meaning of
  ERISA or  Section  4975 of the Code.  Borrower  and its  Subsidiaries  have no
  Pension Plan other than those described on SCHEDULE 5.15.

<PAGE>


         Section  5.16  OUTSTANDING  INDEBTEDNESS.   After  application  of  the
  proceeds  of the Term  Loans,  the  outstanding  amount of  borrowed  money of
  Borrower and its  Subsidiaries as of the date hereof is correctly set forth on
  SCHEDULE  5.16  hereto,  and said  Schedule  correctly  describes  the  credit
  agreements,  guaranties,  leases and other instruments  pursuant to which such
  Indebtedness  has  been  incurred  and all  liens,  charges  and  encumbrances
  securing such  Indebtedness.  Said schedule also  describes all agreements and
  other  arrangements  pursuant to which  Borrower or any of its  Subsidiary may
  borrow any money.

        Section  5.17  ENVIRONMENTAL  MATTERS.  Except as set forth on  SCHEDULE
5.17:

        (a) Neither Borrower, any Subsidiaries, nor any operator of any of their
respective properties is in violation,  or to Borrower's knowledge is in alleged
violation,  of any  Environmental  Law,  which  violation  would have a Material
Adverse Effect.

        (b)  Neither  Borrower,  nor any  operator  of any of  their  respective
properties  has  received  notice  from  any  third  party,   including  without
limitation any federal, state, county, or local governmental authority, (i) that
it  has  been   identified  as  a  potentially   responsible   parry  under  the
Comprehensive Environmental Response,  Compensation and Liability Act of 1980 as
amended  ("CERCLA")  or any  equivalent  state law,  with respect to any site or
location; (ii) that any Hazardous Materials which it has generated,  transported
or disposed of, has been found at any site at which a federal, state, county, or
local  agency or other third party has  conducted  or has ordered  Borrower,  or
another  third party or parties  (E.G.  a committee of  potentially  responsible
parties) to conduct a remedial  investigation,  removal or other response action
pursuant to any Environmental Law; or (iii) that it is or shall be a named party
to any claim,  action, cause of action,  complaint  (contingent or otherwise) or
legal or administrative  proceeding arising out of any actual or alleged release
or threatened  release of Hazardous  Materials.  For purposes of this Agreement,
"release"  means any past or  present  releasing,  spilling,  leaking,  pumping,
pouring,  emitting,  emptying,   discharging,   injecting,  escaping,  leaching,
disposing or dumping of any  Hazardous  Material  into the  Environment,  or the
uncontained presence of any Hazardous Material in the Environment.

        (c) (i)  Borrower,  and  each  operator  of any real  property  owned or
operated  by Borrower  is in  compliance,  in all  material  respects,  with all
provisions of the  Environmental  Laws relating to the handling,  manufacturing,
processing,  generation, storage or disposal of any Hazardous Materials; (ii) to
the best of  Borrower's  knowledge,  no portion of property  owned,  operated or
controlled  by  Borrower  has  been  used  for  the   handling,   manufacturing,
processing,  generation,  storage or disposal of Hazardous  Materials  except in
accordance with applicable  Environmental  Laws; (iii) to the best of Borrower's
knowledge,  there have been no releases  or  threatened  releases  of  Hazardous
Materials on, upon, into or from any property  owned,  operated or controlled by
Borrower,  which releases could have a Material Adverse Effect; (iv) to the best
of Borrower's knowledge,  there have been no releases of Hazardous Materials on,
upon,  from or into any real  property in the  vicinity  of the real  properties
owned,  operated or controlled by Borrower  which,  through soil or  groundwater
contamination, may have come to be

<PAGE>


located on the properties of Borrower;  (v) to the best of Borrower's knowledge,
there have been no releases of Hazardous  Materials  on, upon,  from or into any
real property formerly but no longer owned, operated or controlled by Borrower.

        (d) None of the  properties  of  Borrower  is or shall be subject to any
applicable environmental cleanup responsibility law or environmental restrictive
transfer law or  regulation by virtue of the  transactions  set forth herein and
contemplated hereby.

        Section 5.18  FOREIGN  TRADE  REGULATIONS.  Borrower is not (a) a person
included within the definition of "designated  foreign country" or "national" of
a  "designated  foreign  country" in Executive  Order No. 8389,  as amended,  in
Executive Order No. 9193, as amended,  in the Foreign Assets Control Regulations
(31  C.F.R.,  Chapter V, Part 500,  as  amended),  in the Cuban  Assets  Control
Regulations of the United States Treasury Department (31 C.F.R., Chapter V, Part
515,  as  amended)  or in the  Regulations  of the  Office  of  Alien  Property,
Department of Justice (8 C.F.R., Chapter 11, Part 507, as amended) or within the
meanings  of any of the  said  Orders  or  Regulations,  or of any  regulations,
interpretations, or rulings issued thereunder, or in violation of said Orders or
Regulations or of any regulations, interpretations or rulings issued thereunder;
or (b) an entity  listed in  Section  520.  1 01 of the  Foreign  Funds  Control
Regulations (31 C.F.R., Chapter V, Part 520, as amended).

        Section  5.19  GOVERNMENTAL  REGULATIONS.  Borrower  is not  subject  to
regulation  under the Public  Utility  Holding  Company Act of 1935, the Federal
Power Act, the Investment  Company Act of 1940, or is a common carrier under the
Interstate  Commerce Act, or is engaged in a business or activity subject to any
statute or regulation  which regulates the incurring by Borrower of Indebtedness
for borrowed  money,  including  statutes or  regulations  relating to common or
contract carriers or to the sale of electricity, gas, steam, water, telephone or
telegraph or other public utility services.

        Section  5.20 MARGIN  STOCK.  Borrower  does not own any "margin  stock"
within the  meaning of  Regulation  U of the Board of  Governors  of the Federal
Reserve System, or any regulations,  interpretations or rulings thereunder,  nor
is  Borrower  engaged  principally  or as  one of its  important  activities  in
extending  credit which is used for the purpose of purchasing or carrying margin
stock.

        Section 5.21 SOLVENCY.  Borrower,  before and after giving effect to the
transactions  contemplated by this Agreement and the other Lender  Agreements is
Solvent.

        Section 5.22 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS.  EM.

        (a)  Borrower  is  not in  violation  of any  provision  of its  charter
documents,  bylaws, or any agreement or instrument to which it may be subject or
by  which  it or any of  its  properties  may be  bound  or any  decree,  order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner that could result in a Material Adverse Effect.

<PAGE>


         (b) Borrower has complied in all respects with the  requirements of the
  Hart-Scott-Rodino  Anti-Trust  Improvement  Act of 1976,  as amended (the "HSR
  Act")

         Section  5.23  ABSENCE  OF  FINANCING  STATEMENTS,  ETC.  To  the  best
  knowledge of Borrower and except with respect to Permitted Liens,  there is no
  financing  statement,   security  agreement,  chattel  mortgage,  real  estate
  mortgage or other document filed or recorded with any filing records, registry
  or other public office,  that purports to cover,  effect or give notice of any
  present or possible  future lien on, or  security  interest  in, any assets or
  property of Borrower or any Subsidiary or any rights relating thereto.

         Section  5.24  FISCAL  YEAR ' Borrower  has a fiscal  year which is the
  twelve-months ending on the last Sunday of July of each year.

         Section 5.25 TAX STATUS. Borrower is a "C" corporation for all purposes
under the Code.

         Section 5.26 PURCHASE OPTION.  The Purchase Option is in full force and
  effect and no event of default or  default  exists  thereunder.  No consent or
  approval of the  optionor is  required  for the pledge of the  interest of the
  Borrower to Lender thereunder.

         Section  5.27  LEASES.  The  Leases are in full force and effect and no
  event of default or default exists thereunder.  No consent is required for the
  pledge of the interest of the Borrower to the Lender thereunder.

         Section 5.28  PENDING  FINANCING.  Grand Summit and Canyons  Resort are
  currently  negotiating  terms for financing of  construction  of the Permitted
  Projects with KeyCorp and Textron Financial Corporation, Borrower has received
  term sheets with respect to such  financing and Borrower knows of no reason or
  condition that would prevent the closing of the foregoing proposed facilities.

         Section 5.29 STATUS MEMORANDUM. The information contained in the Status
  Memorandum is true and correct in all material respects.


                       ARTICLE 6. REPORTS AND INFORMATION

         Section 6.1  FINANCIAL  INFORMATION.  Borrower  shall provide to Lender
  such financial information as the Agent may request. Borrower shall provide to
  Lender a monthly Budget variance report.

         Section 6.2 NOTICE OF DEFAULTS.  As soon as possible,  and in any event
  within five (5) days after the  occurrence  of each  Default,  Borrower  shall
  furnish to the Agent and each Lender the  statement  of their chief  executive
  officers or chief financial officers setting forth details of such Default and
  the action which Borrower has taken or propose to take with respect thereto.


<PAGE>

         Section  6.3  NOTICE OF  LITIGATION.  Promptly  after the  commencement
  thereof, Borrower shall furnish to the Agent and each Lender written notice of
  all  actions,   suits  and  proceedings   before  any  court  or  governmental
  department, commission, board, bureau, agency or instrumentality,  domestic or
  foreign,  affecting  Borrower,  which, if adversely  determined,  would have a
  Material Adverse Effect.

         Section 6.4 REPORTABLE EVENTS. At any time that Borrower or any Pension
  Affiliate  has a Pension  Plan,  Borrower  shall furnish to the Agent and each
  Lender,  as soon as possible,  but in any event within  thirty (30) days after
  Borrower knows or has reason to know that any Reportable Event with respect to
  any Pension- Plan has occurred,  the statement of the chief executive officers
  or chief  financial  officers  of Borrower  setting  forth the details of such
  Reportable  Event and the action  which  Borrower or any Pension  Affiliate h@
  taken or proposes to take with respect  thereto,  together  with a copy of the
  notice of such Reportable Event to the Pension Benefit Guaranty Corporation.

         Section 6.5 COMMUNICATIONS WITH INDEPENDENT PUBLIC ACCOUNTANTS.  At any
  reasonable time and from time to time upon reasonable request,  Borrower shall
  provide  the Agent and the Lenders  and any agents or  representatives  of the
  Agent and the Lenders access to the independent public accountants of Borrower
  and its Subsidiaries to discuss their financial condition,  including, without
  limitation  any   recommendations   of  such  independent  public  accountants
  concerning  the  management,  finances,  financial  controls or  operations of
  Borrower and its Subsidiaries.

         Section 6.6 ENVIRONMENTAL  REPORTS. In the event that and to the extent
  that any of the following  provides  notice of  circumstances,  occurrences or
  events that have or could  reasonably be expected to have a material impact on
  the  operations of Borrower,  the Borrower shall furnish to the Agent and each
  Lender: (a) not later than seven (7) days after notice thereof,  notice of any
  enforcement actions, or, to the knowledge of Borrower,  threatened enforcement
  actions  affecting  Borrower or any Subsidiary by any  Governmental  Authority
  related to Environmental  Laws; (b) copies,  promptly after they are received,
  of all orders,  notices of  responsibility,  notices of violation,  notices of
  enforcement  actions,  and  assessments,   and  other  written  communications
  pertaining to any such orders,  notices,  claims and  assessments  received by
  Borrower or any Subsidiary from any Governmental Authority; (c) not later than
  seven (7) days after notice thereof,  notice of any civil claims or threatened
  civil claims affecting  Borrower or any Subsidiary by any third party alleging
  any violation of  Environmental  Laws or harm to human  health,  safety or the
  environment:  (d)  copies  of all  cleanup  plans,  site  assessment  reports,
  response plans,  remedial  proposals,  or other submissions of American Ski 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  Authority  in  response  to  any  communication   referenced  in
  subsections (a) and (b) herein  simultaneously  with their  submission to such
  Governmental  Authority;  and (e) from time to time, on reasonable  request of
  the  Agent,   evidence   satisfactory   to  the  Agent  of  Borrower  and  its
  Subsidiaries' insurance coverage, if any, for any environmental liabilities.



<PAGE>



        Section  6.7  MISCELLANEOUS.  Borrower  shall  provide the Agent and the
Lenders with such other information as the Agent or the Lenders may from time to
time  reasonably  request  respecting  the  business,   properties,   prospects,
condition  or   operations,   financial  or  otherwise,   of  Borrower  and  its
Subsidiaries.

        Section 6.8 PURCHASE OPTION AND LEASES.  Borrower shall take all actions
necessary  to cause the Leases and the  Purchase  Option to remain in full force
and  effect and to cause no event of  default  to occur or exist  thereunder  or
under the Purchase Money  Mortgage..  Borrower hereby  authorizes the Lenders to
take such actions as the Lenders may deem  necessary  to cause this  warranty to
remain true and correct.  Lenders may advance sums  pursuant to the foregoing in
the from and after the  expiration of ten (10) days from the giving of notice to
the Borrower of the intent of the Lender to undertake  such action unless either
a Lease or the Purchase  Option would  terminate  without  immediate  action and
then, in such event,  Lenders may take immediate action hereunder.  All funds so
advances  shall be secured by the  Security  Agreements,  bear  interest  at the
Default Rate of interest specified in the Notes and shall be immediately due and
payable.

        Section 6.9 PERMITS,  ZONING AND OTHER DEVELOPMENT RIGHTS.  Borrower and
the Lenders  acknowledge  and  recognize  that the Mortgaged  Properties  are in
various stages of permitting for ultimate commercial development. Borrower shall
take such actions as are necessary to cause such permits to be issued and vested
in the Borrower and to be included in the Security  Agreements.  Borrower  shall
provide such  additional  information  and  periodic  reports as the Lenders may
request  concerning  the business  plan and issuance of the  foregoing  permits,
zoning and development rights.

        Section 6.10 MARRIOTT JOINT  VENTURE.  Borrower shall cause the Marriott
Joint  Venture  to remain in full  force and  effect  and to cause no default or
event of default thereunder.


                         ARTICLE 7. FINANCIAL COVENANTS

        On and after the date hereof,  until all of the Lender Obligations shall
have been paid in full and the  Lenders  shall  have no  commitment  to make any
loans or advances hereunder, Borrower shall observe the following covenants:

         Section 7.1 MINIMUM TANGIBLE NET WORTH.

                Borrower  shall  maintain  a minimum  Tangible  Net Worth at all
times of not less than the sum of $60,000,000.00.


<PAGE>

                        ARTICLE 8. AFFIRMATIVE COVENANTS

        On and after the date hereof,  until all of the Lender Obligations shall
have been paid in full and the  Lenders  shall  have no  commitment  to make any
loans or advances hereunder,  Borrower will, comply with the following covenants
and provisions:

        Section 8.1  REPRESENTATIONS  AND  WARRANTIES.  Borrower  shall take all
actions necessary in order to cause the representations and warranties set forth
in this Agreement to be true, accurate and in full force and effect.

        Section 8.2 TAXES AND OTHER OBLIGATIONS.  Borrower (a) will duly pay and
discharge,  or cause to be paid and discharged,  before the same shall become in
arrears, all material taxes, assessments and other governmental charges, imposed
upon each of them and its properties,  sales and activities,  or upon the income
or profits therefrom,  as well as the claims for labor,  materials,  or supplies
which  if  unpaid  might  by law  result  in a lien or  charge  upon  any of its
properties;  PROVIDED,  HOWEVER,  that  Borrower may contest any such charges or
claims  in good  faith  so long as (i) an  adequate  reserve  therefor  has been
established  and  is  maintained  if  and  as  required  by  generally  accepted
accounting  principles  and (ii) no action to  foreclose  any such lien has been
commenced  and (b)  will  promptly  pay or  cause  to be paid  when  due,  or in
conformance  with customary trade terms (but not later than 60 days from the due
date in the case of trade debt), all material lease obligations,  trade debt and
all other  Indebtedness  incident to its  operations.  Borrower  shall cause all
applicable  tax returns and all amounts due  thereunder to be filed and paid, as
the  case may be,  in order to  maintain  its good  standing  with the  Internal
Revenue Service and state, local and foreign tax authorities.

        Section  8.3  MAINTENANCE  OF  PROPERTIES  AND  LEASES.  Borrower  shall
maintain,  keep  and  preserve  all of its  material  properties  (tangible  and
intangible) including the Mortgaged Properties in good repair and working order,
ordinary wear and tear excepted. Borrower shall replace and improve its material
properties  as  necessary  for the conduct of its  business.  Borrower  and each
Subsidiary  shall comply in all material  respects  with all leases naming it as
lessee.

        Section 8.4 INSURANCE. The Borrower will maintain with financially sound
and reputable  insurers  insurance  with respect to its  properties and business
against such  casualties  and  contingencies  including  windstorm and hurricane
insurance and as shall be in accordance with the general practices of businesses
engaged in similar  activities  in similar  geographic  areas,  and in  amounts,
containing  such terms,  in such forms and for such periods as may be reasonable
and prudent in accordance  with sound  business  practices.  With respect to the
Collateral,  all such  insurance  shall be in such amount,  such form,  for such
periods and written by such companies as may be reasonably  satisfactory  to the
Agent and shall be payable to the Agent and to the Borrower, as the case may be,
as their interests may appear. If a Default then exists, the Agent may apply all
proceeds  received by it to pay the  Obligations  hereunder  in such order as it
shall  determine in its  discretion;  but if no Default  then  exists,  then the
Borrower  shall  have the right to  determine  whether  to apply  such  proceeds
against the  Obligations  or against the costs of  repairing  or  restoring  the
damage to the Mortgaged Property. All policies of


<PAGE>

insurance  shall provide for a minimum  thirty (30) days prior  written  minimum
cancellation  notice to the Agent and shall name the Agent as additional insured
party, and, in the case of the Collateral, shall name the Agent as mortgagee and
loss payee.  Certificates of insurance (or, if requested by the Agent, certified
copies of  policies)  with  respect  to all  renewals  or  replacements  of such
insurance  from time to time in force  together  with  evidence  of  payment  of
premiums  thereon  satisfactory  to the Agent shall be delivered to the Agent at
least ten (10) days before the  expiration  date of then current  insurance.  No
settlement  on  account  of any loss  covered  by such  insurance  shall be made
without  the  consent  of the Agent.  In the event of  failure  to  provide  and
maintain  insurance  as herein  provided,  the Agent may, at its  option,  after
giving notice to the Borrower, as applicable,  provide such insurance and charge
the amount  thereof to the Borrower  (including by making an Advance  therefor).
The  Borrower  shall  furnish  to  the  Agent  certificates  or  other  evidence
satisfactory to the Agent of compliance with the foregoing insurance  provision.
Without  limiting the foregoing,  the Borrower will (i) keep all of its physical
property  insured  against fire and extended  coverage risks in amounts and with
deductibles  and  endorsements  acceptable  to the Agent (ii)  maintain all such
workers'  compensation or similar insurance as may be required by law, and (iii)
maintain,  in amounts,  deductibles  and  endorsements  acceptable to the Agent,
general public liability  insurance  against claims for bodily injury,  death or
property  damage  occurring  on, in or about the  properties of the Borrower and
business  interruption  insurance,  and (iv) in the  event the  Property  or any
portion thereof is located in a flood hazard area identified by the Secretary of
Housing and Urban  Development  as an area having  special  flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968, as amended by the Flood Disaster Act of 1973 (and any successor Act
thereto),  maintain a flood  insurance  policy as required by the Flood Disaster
Act of 1973.  The  Borrower  shall at all times  comply  with and conform to all
provisions of each such insurance policy and to all requirements of the insurers
thereunder  applicable  to  Borrower  the  Property  or to the use,  occupation,
possession,  operation,  maintenance  or  repair  of all or any  portion  of the
Property.

        Section 8.5 RECORDS,  ACCOUNTS AND PLACES OF  BUSINESS.  Borrower  shall
maintain  comprehensive  and accurate  records and accounts in  accordance  with
generally accepted accounting principles  consistently  applied.  Borrower shall
maintain adequate and proper reserves.  Borrower shall promptly notify the Agent
of (a) any changes in the places of business of Borrower and (b) any  additional
places of business which may arise hereafter.

        Section 8.6  INSPECTION.  At any reasonable  time and from time to time,
Borrower  shall  permit the Agent and the Lenders and any of the Agent's and the
Lenders' agents or  representatives  to examine and make copies of and abstracts
from the records and books of account of., and visit the properties of, Borrower
and to discuss the affairs,  finances and accounts of Borrower with any of their
officers or directors and with American Ski's and its Subsidiaries'  independent
accountants. In addition, the Agent shall be entitled, and Borrower shall permit
the Agent, to conduct field examinations of Borrower, at Borrower's sole expense
and at any time or times in the Agent's sole discretion.


<PAGE>


         Section 8.7  MAINTENANCE  OF ACCOUNTS.  Borrower  shall  maintain their
  principal concentration and disbursement accounts with the Agent.

        Section 8.8 OWNERSHIP OF SUBSIDIARIES.  Borrower will maintain legal and
beneficial ownership,  directly or indirectly,  of I 00% of the equity interests
of each of the Subsidiaries, except for its interest in Heavenly Resort which is
a partial percentage interest.

        Section 8.9 DUE  DILIGENCE  MATTERS.  Borrower  agrees to provide to the
Lender,  upon  request,  such  surveys,  evidence  of  zoning,  title  insurance
policies,  appraisals,  copies of permits,  environmental  reports,  evidence of
utilities, and consents of lessors and optionors as the Lenders may request, all
at the sole cost and expense of the Borrower.


                          ARTICLE 9. NEGATIVE COVENANTS

        On and after the date hereof,  until all of the Lender Obligations shall
have been paid in full and the  Lenders  shall  have no  commitment  to make any
loans or advances  hereunder,  Borrower  covenants  that  Borrower  will not and
Borrower  will  take  such  actions  as are  necessary  to  cause  the  Borrower
Subsidiaries not to:


        Section 9.1  RESTRICTIONS  ON  INDEBTEDNESS.  Create,  incur,  suffer or
permit to exist,  or assume or  guarantee,  either  directly or  indirectly,  or
otherwise become or remain liable with respect to, any Indebtedness,  except the
following:

          (a)  Indebtedness  to the Lenders and the Agent under this  Agreement,
the Term Loan Notes, and the other Lender Agreements;

         (b)    the InterCompany Debt;

        (c) such  other  subordinated  indebtedness  provided  that  the  holder
thereof  executes  and  delivers  to  the  Lenders  a  Subordination   Agreement
acceptable to the Lenders;

         (d)    the Purchase Money Mortgage;

        (e) as to the  Subsidiaries  of Borrower,  the Textron  Facility and the
proposed  financing  facilities  for the Permitted  Construction  Projects,  and
indebtedness  of a  Subsidiary  of  Borrower  associated  with the  exercise  of
Borrower's rights under the Purchase Option  (collectively  "Permitted Financial
Facilities"); and

         (f) the existing indebtedness set forth on Schedule 5.16.

          Section  9.2  RESTRICTION  ON  LIENS.  Create or incur or suffer to be
created or incurred or pen-nit to exist any encumbrance, mortgage, pledge, lien,
charge or

<PAGE>

other  security  interest of any kind upon any of its  property or assets of any
character,  whether now owned or  hereafter  acquired,  or transfer  any of such
property  or assets for the  purposes of  subjecting  the same to the payment of
Indebtedness  or performance  of any other  obligation in priority to payment of
its  general  creditors,  or acquire  or agree or have an option to acquire  any
property or assets upon  conditional  sale or other title  retention  agreement,
device or arrangement  (including  Capitalized  Leases) or suffer to exist for a
period  of more  than 30 days  after  the same  shall  have  been  incurred  any
Indebtedness  against  it which if  unpaid  might by law or upon  bankruptcy  or
insolvency,  or otherwise,  be given any priority  whatsoever over the claims of
its  general  creditors,  or sell,  assign,  pledge or  otherwise  transfer  for
security any of its accounts,  contract rights, general intangibles,  or chattel
paper (as those terms are defined in the UCC) with or without  recourse (each of
the foregoing, a "Lien");  PROVIDED,  HOWEVER, that Borrower may create or incur
or suffer to be  created  or  incurred  or  permit to exist the  following  (the
"Permitted Liens"):

         (a)      The Purchase Money Mortgages;

        (b) Deposits or pledges made in connection  with,  or to secure  payment
of, workmen's compensation,  unemployment  insurance,  old age pensions or other
social  security and liens for taxes,  assessments  or  governmental  charges or
levies and liens to secure  claims for labor,  material  or  supplies  and liens
securing obligations to carriers,  warehousemen and mechanics to the extent that
payment  thereof shall not at the time be required to be made in accordance with
Section 8.2;

        (c) Encumbrances in the nature of zoning  restrictions,  easements,  and
rights  or  restrictions  of  record  on the use of real  property  which do not
materially  detract  from the value of such  property  or impair  its use in the
business of the owner or lessee;

        (d) Liens (other than judgments and awards) created by or resulting from
any  litigation  or legal  proceeding  which has not yet resulted in an Event of
Default; PROVIDED that the execution or other enforcement thereof is effectively
stayed and the claims secured thereby are being actively contested in good faith
by appropriate proceedings satisfactory to the Agent;

        (e) Liens  arising by operation of law to secure  landlords,  lessors or
renters  under  leases  or  rental  agreements  made in the  ordinary  course of
business and confined to the premises or property rented;

        (f) Liens in favor of the Agent for the benefit of the Lenders  securing
the Lender Obligations, as and when such Liens are established; and

         (g) the liens  created  with respect to the  indebtedness  set forth at
Section 9. 1 (e).

Nothing  contained  in this  Section  9.2  shall  permit  Borrower  to incur any
Indebtedness  or take any other  action  or permit to exist any other  condition
which would be in contravention of any other provision of this Agreement.

<PAGE>

        Section 9.3 INVESTMENTS.  Have outstanding or hold or acquire or make or
commit itself to acquire or make any Investment except the following:

        (a)  Investments  having a maturity  of less than one year from the date
thereof by the Borrower or any  Subsidiary  in: (i)  obligations of the Agent or
any of the  Lenders;  (ii)  obligations  of the United  States of America or any
agency  or  instrumentality   thereof,  (iii)  repurchase  agreements  involving
securities  described  in  clauses  (i) and (ii)  with  the  Agent or any of the
Lenders;  and (iv) commercial paper which is rated not less than prime-one or A-
I or their  equivalents by Moody's Investor  Service,  Inc. or Standard & Poor's
Corporation, respectively, or their successors.

        (b)  Investments  received  as  consideration  from the  sale of  assets
other-wise  permitted  hereunder,  which Investments are pledged to the Agent on
terms and conditions acceptable to the Agent.

        (c)  Investments  consisting  of advances to  employees  in the ordinary
course of business.

        (d) Investments acquired in connection with the bankruptcy or workout of
account debtors.

        (e) The conveyance of sites for the Permitted  Construction  Projects to
the  Subsidiaries  of the Borrower and the  investments  permitted under Section
9.7.

        Section  9.4  MERGERS,  ACQUISITIONS,  ETC.-  Enter  into any  merger or
consolidation  with or  acquire  all or  substantially  all of the assets of any
Person,  or  sell.  assign,  lease  or  otherwise  dispose  of  (whether  in one
transaction  or in a series of  transactions)  all or  substantially  all of its
assets (whether now owned or hereafter acquired) to any Person.

        Section 9.5 TRANSACTIONS  WITH  AFFILIATES.  Enter into any transaction,
including, without limitation, the purchase, sale or exchange of property or the
rendering of any service,  with any Affiliate,  except that Borrower (a) may pay
reasonable salaries, fees and bonuses to their directors, officers and employees
as  are  usual  and  customary  in  Borrower's  business,  (b)  may  enter  into
transactions among each other on terms that are not materially less favorable to
Borrower than those which could be obtained at the time from Persons who are not
Affiliates and which  transactions (to the extent in excess of $250,000 for each
transaction or a series of related  transactions)  are disclosed to the Agent in
Compliance  Certificates,  and (c)  Borrower  may enter into and  perform  their
obligations under the Lender Agreements.

          Section 9.6  DISTRIBUTIONS.  Make any  Distribution  or make any other
payment on account of the purchase, acquisition, redemption, or other retirement
of any shares of stock, whether now or hereafter outstanding.  The provisions of
this Section shall not apply to any Borrower Subsidiary.


<PAGE>

        Section 9.7 CAPITAL EXPENDITURES.  Make any Capital Expenditure,  except
that  Borrower  may  provide  to Grand  Summit and  Canyons  Resort a maximum of
fifteen  percent (I 5%) equity on the Permitted  Projects and except as provided
in the Budget.

        Section 9.8 DISPOSITIONS OF ASSETS.  Sell, lease or otherwise dispose of
any  assets  except  for the  sale,  lease or other  disposition  of  inventory,
including  residential real property held for resale,  in the ordinary course of
business and sales under the Marriott Joint Venture and  dispositions  permitted
under Section 9.3(e)..

        Section  9.9  ASSUMPTIONS,  GUARANTIES,  ETC. OF  INDEBTEDNESS  OF OTHER
PERSONS.  Assume,  guarantee,  endorse or  otherwise  be or become  directly  or
contingently  liable  (including,  without  limitation,  by  way  of  agreement,
contingent or otherwise, to purchase, provide funds for payment, supply funds to
or otherwise  invest in any Person or otherwise assure the creditors of any such
Person against loss) in connection with any  Indebtedness of any other,  Person.
The Permitted Financial Facilities and the completion guaranty to be executed by
Borrower in connection with the proposed facility by KeyCorp as to the Permitted
Construction Project shall be permitted hereunder.

        Section  9.10  ERISA.   At  any  time  while  Borrower  or  any  of  its
Subsidiaries has a Pension Plan,  permit any accumulated  funding  deficiency to
occur  with  respect  to any  Pension  Plan  or  other  employee  benefit  plans
established or maintained by American Ski or any of its Subsidiaries or to which
contributions are made by Borrower or any of its Subsidiaries (the "Plans"), and
which are  subject to the  "Pension  Reform  Act" and the rules and  regulations
thereunder  or to Section 412 of the  Internal  Revenue  Code,  and at all times
comply in all material  respects  with the  provisions of the Act and Code which
are  applicable  to the Plans.  Borrower  will not permit  the  Pension  Benefit
Guaranty  Corporation  to  cause  the  termination  of any  Pension  Plan  under
circumstances  which would cause the lien  provided  for in Section  4068 of the
Pension  Reform  Act  to  attach  to  the  assets  of  Borrower  or  any  of its
Subsidiaries.

        Section 9.11 SALE AND LEASEBACK.  Sell or transfer any of its properties
with the  intention of taking back a lease of the same property or leasing other
property  for  substantially  the  same  use  as  the  property  being  sold  or
transferred.

        Section 9.12  RESTRICTIVE  OR  INCONSISTENT  AGREEMENTS.  Enter into any
agreement (a) other than the Lender  Agreements  which,  directly or indirectly,
prohibits or  restrains,  or has the effect of  prohibiting  or  restraining  or
otherwise  imposes any  materially  adverse or burdensome  condition  upon,  the
declaration  or  payment  of  dividends  or  distributions,  the  incurrence  of
Indebtedness, the granting of liens, the making of loans or advances to Borrower
or  the  amendment  or  modification  of any of  the  Lender  Agreements  or (b)
containing  any provision  that would be violated or breached by any Loan or the
performance by Borrower of its obligations  hereunder or under any of the Lender
Agreements.


<PAGE>


          Section 9.13 NO AMENDMENT OF MARRIOTT  JOINT  VENTURE,,  INTER COMPANY
DEBT. PURCHASE OPTION AND LEASES.  Borrower shall not modify or amend any of the
Marriott Joint Venture, InterCompany Debt, Purchase Money Option and the Leases.

        Section 9.14 LIMITATION ON ISSUANCE OF CAPITAL STOCK.  Borrower will not
issue any class of preferred stock or any class of redeemable common stock.

        Section 9.17  PURCHASE  MONEY  MORTGAGES.  Borrower  shall not modify or
amend or permit a default or event of default to exist under any of the Purchase
Money  Mortgages.  Borrower will obtain the consent of the Mortgagees of each of
the Purchase Money Mortgages to this Agreement.


                  ARTICLE 10. PERFECTION OF SECURITY AGREEMENTS

        Section 10.1 PERFECTION  EVENT.  Borrower has executed and delivered the
Security  Agreements to Paul Hastings.  Borrower hereby authorizes Paul Hastings
to establish an escrow with the Title Company  whereby the Title Company  agrees
to record the Security  Agreements in the appropriate  official records upon the
receipt by the Title  Company of a notice by the Agent that a  Perfection  Event
has occurred.  Borrower  agrees that Paul Hastings shall have no obligation with
respect to the  Security  Agreements  other  than to  deliver  them to the Title
Company.  Borrower  agrees to execute  such further  documentation  as the Title
Company may request in order to establish the procedure required hereunder.

        Section  10.2 STATUS OF  SECURITY  DOCUMENTS.  Borrower  and the Lenders
acknowledge  and recognize that the Security  Agreements  have been executed and
delivered but not perfected;  the Security  Agreements are valid and binding and
of  full  force  and  effect  as of even  date;  and  that  the  only  remaining
requirement  that  exists  with  respect  to  the  Security  Agreements  is  the
Perfection Requirement.


  ARTICLE 11.  DESIGNATED PROPERTIES AND FURTHER ASSURANCES

         Section  11.1 SELECTION OF MORTGAGED PROPERTIES.  Borrower
and Lenders  acknowledge  and  recognize  that the Agent has relied upon certain
representations and warranties summarized in the memorandum attached as Schedule
I 1. I as to the Mortgaged  Properties in order for the Agent to designate  them
as Designated  Properties.  In the event any  representations  or warranties are
inaccurate or events  contemplated  therein as material to such property's value
as collateral do not  materialize,  Borrower and Agent shall exercise good faith
and due diligence to identify  substitute  properties  owned by American Ski and
exchange the impaired  parcel(s) for the identified  parcels as newly Designated
Property,  which shall become Mortgaged Property  hereunder.  Borrower and Agent
agree to undertake all such action as may be reasonably necessary to effect such
exchange.

<PAGE>

        Section 11.2 FURTHER ASSURANCES. Borrower agrees that except as provided
herein  the  Mortgaged  Properties  are to be  subject  to a first  in  priority
security interest in favor of the Agent for the benefit of the Lenders. Borrower
shall  take  such  actions  as are  necessary  in order to  cause  the  Security
Agreements to constitute a first in priority  security interest on the Mortgaged
Property and related Development Fights and further to deliver to the Agent such
additional due diligence  materials as the Lenders may request from time to time
with  respect  thereto.  The  provisions  of  this  section  shall  include  the
obligation to obtain  within the number of days  specified  below  following the
date hereof the following consents and approvals to the provisions of the Lender
Agreements as they affect the following:

        (a) 45 days - assignment of the  percentage  interest of the Borrower in
and to Heavenly Resort consent of the other member of Heavenly Resort;

        (b) 15 days -  assignment  of the  Option to  Purchase  - consent of the
lessor under the Ground Lease Agreement between Wolf Mountain Resorts,  L.C. and
ASC Utah,  Inc. as assigned;  it being the intent of the parties hereto that the
assignment of the Option to Purchase qualify as a leasehold  mortgage  permitted
under the foregoing Lease Agreement,

          (c) 45 days - consent of the holders of the Purchase Money Mortgages.

                ARTICLE 12.  EVENTS OF DEFAULT AND REMEDIES

          Section 12.1 EVENTS OF DEFAULT.  Each of the following events shall be
deemed to be Events of Default hereunder:

        (a)  Borrower  shall  fail to make any  payment  in  respect  of (i) the
principal of any of the Lender Obligations as the same shall become due, whether
at the stated payment date,  required  prepayment or by acceleration,  demand or
otherwise,  or (ii) interest or  commitment  fees on or in respect of any of the
Lender Obligations as the same shall become due.

        (b)  Borrower  shall  fail  to  perform  or  observe  any of the  terms,
covenants,  conditions  or  provisions  hereof-,  PROVIDED,  HOWEVER,  that with
respect to the terms,  covenants,  conditions  and provisions of Article 6 only,
the Agent shall notify  Borrower of  Borrower's  failure to provide the required
reports when due and the Agent shall allow Borrower five (5) days to comply with
the terms, covenants, conditions and provisions of Article 6.

        (c) Borrower  shall fail to perform or observe any other  material term,
covenant,  condition or provision to be performed or observed by Borrower  under
this  Agreement or any other  Lender  Agreement,  and such failure  shall not be
rectified  or cured to the Agent's  satisfaction  within  thirty (30) days after
written notice thereof to Borrower.


<PAGE>

         (d) Any representation or warranty of Borrower or any Subsidiary herein
  or in any other Lender  Agreement or any  amendment to any thereof  shall have
  been  materially  false or  misleading  at the  time  made or  intended  to be
  effective.

         (e) An event of default or  termination  shall occur under the Purchase
  Money  Mortgage,  the  Marriott  Joint  Venture,  the Leases,  or the Purchase
  Option, a default under any of the Permitted Financial  Facilities or should a
  default occur under the Senior Facility.

         (f) Borrower shall be involved in financial difficulties as evidenced:

                (i) by its  commencement  of a voluntary  case under Title 11 of
         the  United  States  Code as from  time  to time in  effect,  or by its
         authorizing,  by  appropriate  proceedings of its board of directors or
         other governing body, the commencement of such a voluntary case;

                (ii) by its  filing  an answer or other  pleading  admitting  or
         failing to deny the material allegations of a petition filed against it
         commencing  an  involuntary  case  under  said  Title I 1, or  seeking,
         consenting to or acquiescing in the relief therein provided,  or by its
         failing to  controvert  timely  the  material  allegations  of any such
         petition;

                (iii) by the  entry of an order for  relief  in any  involuntary
         case commenced under said Title I 1;

                (iv) by its seeking relief as a debtor under any applicable law,
         other  than  said  Title  I 1,  of  any  jurisdiction  relating  to the
         liquidation  or  reorganization  of debtors or to the  modification  or
         alteration  of the  rights of  creditors,  or by its  consenting  to or
         acquiescing in such relief;

                (v)  by  the  entry  of  an  order  by  a  court  of   competent
         Jurisdiction  (1) finding it to be bankrupt or insolvent,  (2) ordering
         or approving its  liquidation,  reorganization  or any  modification or
         alteration of the rights of its  creditors or (3) assuming  custody of,
         or  appointing a receiver or other  custodian  for all or a substantial
         part of its  property  and such order shall not be vacated or stayed on
         appeal or otherwise stayed within 30 days;

                (vi) by the filing of a  petition  against  American  Ski or any
         Subsidiary  under  said Title 11 which  shall not be vacated  within 30
         days; or

                (vii)  by its  making  an  assignment  for the  benefit  of,  or
         entering  into a  composition  with,  its  creditors,  or appointing or
         consenting to the  appointment of a receiver or other custodian for all
         or a substantial part of its property.

        (g) There  shall  have  occurred  a  judgment  against  Borrower  or any
Subsidiary in any court which constitutes a Material Adverse Effect.

<PAGE>

        (h) American Ski shall cease to own,  directly or indirectly,  of record
and beneficially all of the issued and outstanding capital stock of Borrower.

         (i) Any "Event of Default" under any other Lender Agreement.

        0) Any of the Lender Agreements shall be canceled,  terminated,  revoked
or rescinded  otherwise  than in  accordance  with the terms thereof or with the
express prior written agreement, consent or approval of the Agent; or any Lender
Agreement, or any Lien granted thereunder,  shall (except in accordance with its
terms or the terms of this Agreement), in whole or in part, terminate,  cease to
be  effective  or  cease  to be  the  legally  valid,  binding  and  enforceable
obligation of any Borrower; or any Lien securing any Lender Obligation shall, in
whole or in part,  cease to be a perfected first priority Lien,  subject only to
those exceptions  expressly permitted by a Lender Agreement or the terms of this
Agreement  and  except  to the  extent  that any such  Lien has  ceased  to be a
perfected first priority Lien solely due to an act or omission by the Agent or a
Lender;  or any  action at law suit or in equity or other  legal  proceeding  to
cancel, revoke or rescind any of the Lender Agreements or the acquisition of all
or portions of the property affected by the Purchase Option.

        (k) Borrower or any Subsidiary  shall be indicted for a federal crime, a
punishment  for which could include the  forfeiture of any assets of Borrower or
such Subsidiary.

        Section 12.2 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 12.1 (f), in
which case the unpaid  balance of the  Lender  Obligations  shall  automatically
become  due and  payable  without  notice or demand) by notice in writing to the
Borrower declare 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 any Borrower 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.

          Section 12.3 DISTRIBUTION OF PROCEEDS. Notwithstanding anything to the
contrary  contained herein, in the event that following the occurrence or during
the
<PAGE>

  continuance  of any Event of  Default,  the Agent or any Lender  receives  any
  monies on account of the Lender  Obligations  from the Borrower 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 Borrower or to
  such other Persons as are entitled thereto.


        ARTICLE 13.  CONSENTS; AMENDMENTS; WAIVERS; REMEDIES

         Section 13.1  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 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  Borrower or any  Subsidiary  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 Borrower and
  the Majority Lenders;  PROVIDED,  HOWEVER, that no amendment of Article 15 may
  be made  without the consent of the Agent  without the written  consent of all
  Lenders:

                    (i)  no  reduction  in the  interest  rates  on or any  fees
          relating to the Loans shall be made;

                (ii) no  extension or  postponement  shall be made of the stated
         time of  payment  of the  principal  amount  of,  interest  on, or fees
         payable to the Lenders relating to the Term Loans;

                (iii) no change in the  principal  amount of the Term  Loans and
         extension of the Maturity Date shall be made;

<PAGE>

                (iv) no release of all or  substantially  all of the  collateral
         security  for, or any  guarantor  of, the Lender  Obligations  shall be
         made; and

                (v) no change in the definition of the term  "Majority  Lenders"
shall be made.

        Section 13.2 ACTIONS BY BORROWER. No delay or omission on the Agent's or
the Lenders' part in exercising  their rights and remedies  against  Borrower or
any other  interested  party shall  constitute a waiver. A breach by Borrower 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 13. 1. The
Agent's and the Lenders'  waiver of Borrower's  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,  Borrower hereby agrees to waive, and
does 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 Term Loan Notes (b) any  requirement  of
diligence or promptness  on the Agent's or the Lenders' part in the  enforcement
of their 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 m respect of the Indebtedness evidenced by the Term Loan
Notes or (ii) under any other Lender Agreement. No course of dealing between the
Borrower and the Lenders shall waive or modify the terms and conditions  hereof.
This  Agreement  shall be amended only by a written  instrument  executed by the
Agent and the Lenders in accordance with Section 11.3 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
Borrower  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 14. SUCCESSORS AND ASSIGNS

        Section 14.1  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) Borrower may not
assign its 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 14.

         Section 14.2 ASSIGNMENTS.

                (a)  CONDITIONS  TO  ASSIGNMENT  BY LENDERS.  Except as provided
herein,  each  Lender may assign to one or more  Eligible  Assignees  all of its
interests,  rights and  obligations  under this  Agreement  (including  all or a
portion of its Commitment  Percentage and Commitment and the same portion of the
Loan at the time


<PAGE>

owing to it, and the Notes held by it;  provided  that (a) the Agent  shall have
given its prior written  consent to such  assignment,  (b) each such  assignment
shall be of a  constant,  and not a  varying,  percentage  of all the  assigning
Lender's rights and obligations under this Agreement, (c) Agent may make partial
or non-voting  assignments in amounts it deems appropriate (d) each Lender which
is a Lender on the date hereof shall  retain,  free of any such  assignment,  an
amount of its  Commitment  of not less than  $5,000,000.00,  and,  as long as no
Default exists,  Agent shall retain,  free of any such  assignment,  of not less
than $I  5,000,000  provided  that  the  Agent  assign  greater  amounts  of its
Commitment  with the  approval of the Borrower  which shall not be  unreasonably
withheld;  and (e) the parties to such  assignment  shall execute and deliver to
the Agent, for recording in the Register (as hereinafter defined), an Assignment
and Acceptance,  substantially in the form established by  Administrative  Agent
(an  "Assignment  and  Acceptance"),  together  with any Notes  subject  to such
assignment.  Upon such execution,  delivery,  acceptance and recording, from and
after the effective date  specified in each  Assignment  and  Acceptance,  which
effective  date shall be at least  five (5)  Business  Days after the  execution
thereof, but in no event prior to recording (i) the assignee thereunder shall be
a party hereto and, to the extent  provided in such  Assignment and  Acceptance,
have the rights and  obligations of a Lender  hereunder,  and (ii) the assigning
Lender shall,  to the extent provided in such assignment and upon payment to the
Agent of the registration fee referred to in Section 14.2.(c),  be released from
its  further  obligations  under this  Agreement  with  respect to the  interest
assigned.

        Subject to the  provisions  of this  Article  14, each Lender may at any
time assign or pledge its Loan or Note to a Federal  Reserve Bank,  and a Lender
which is a "fund"  may at any time  assign or pledge  all or any  portion of its
rights under this Agreement to secure such Lender's  indebtedness,  in each case
without  the prior  written  consent of the  Borrower,  provided  that each such
assignment  shall be made in accordance  with applicable law and shall be either
to a Federal Reserve Bank or Eligible  Assignee,  and no such  assignment  shall
release a Lender from any of its obligations  hereunder.  In order to facilitate
any such assignment, the Borrower shall, at the request of the assigning Lender,
duly  execute  a  registered  promissory  note or notes  evidencing  the  Lender
Obligations made or extended to the Borrower by the assigning Lender  hereunder,
provided that the  assignment  is otherwise in compliance  with the terms hereof
For  avoidance  of doubt,  the parties to this  Agreement  acknowledge  that the
provisions of this subsection concerning assignments do not prohibit assignments
creating  security  interests,  including,  without  limitation,  any  pledge or
assignment  by a  Lender  of any  Loan or Note to any  Federal  Reserve  Bank in
accordance with applicable law and the terms hereof.

         (b)     CERTAIN REPRESENTATIONS AND WARRANTIES;
LIMITATIONS;   COVENANTS.   By  executing  and   delivering  an  Assignment  and
Acceptance,  the parties to the assignment  thereunder confirm to and agree with
each  other  and the  other  parties  hereto  as  follows:  (a)  other  than the
representation  and warranty  that it is the legal and  beneficial  owner of the
interest  being  assigned  thereby  free and  clear of any  adverse  claim,  the
assigning   Lender   makes  no   representation   or  warranty  and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made  in or in  connection  with  this  Agreement  or the  execution,  legality,
validity, enforceability,  genuineness,  sufficiency or value of this Agreement,
the other Lender


<PAGE>

Agreements or any other instrument or document famished pursuant hereto; (b) the
assigning   Lender   makes  no   representation   or  warranty  and  assumes  no
responsibility  with respect to the  financial  condition of the Borrower or any
other  Person  primarily or  secondarily  liable in respect of any of the Lender
Obligations,  or the  performance  or  observance  by the  Borrower or any other
Person  primarily  or  secondarily  liable  in  respect  of any  of  the  Lender
Obligations or any of their obligations under this Agreement or any of the other
Loan Documents or any other instrument or document  furnished pursuant hereto or
thereto;  (c)  such  assignee  confirms  that  it has  received  a copy  of this
Agreement, together with copies of the most recent financial statements referred
to in ss. 8.7 and ss. I 1. 7 and such other  documents and information as it has
deemed  Appropriate  to make its own credit  analysis and decision to enter into
such  Assignment  and  Acceptance;  (d) such assignee  will,  independently  and
without reliance upon the assigning Lender, the Agent or any 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; (e) such assignee represents and warrants that it is an Eligible
Assignee;  (f) such  assignee  appoints  and  authorizes  the Agent to take such
action as agent on its behalf and to exercise  such powers under this  Agreement
and the other Loan  Documents as are  delegated to the Agent by the terms hereof
or thereof,  together with such powers as are reasonably incidental thereto; (g)
such assignee  agrees that it will perform in accordance with their terms all of
the obligations that by the terms of this Agreement are required to be performed
by it as a Lender; (h) such assignee  represents and warrants that it is legally
authorized to enter into such Assignment and  Acceptance;  and (i) such assignee
represents that it is acquiring the portion of the Loans assigned to it pursuant
to the Assignment  and Acceptance for investment  only and not with a view to or
with any  intention  to resell,  distribute,  subdivide  or  fractionalize  such
portion in whole or in part, or grant any participation therein.

        (c) REGISTER.  The Agent shall  maintain a copy of each  Assignment  and
Acceptance  delivered to it and a register or similar list (the  "Register") for
the  recordation  of the names and  addresses of the Lenders and the  Commitment
Percentages and  Commitments of, and principal  amount of the Loans owing to the
Lenders  from time to time as a  condition  to the  effectiveness  thereof.  All
assignments  of Loans or  Commitment  must be  reported  to the  Agent to permit
registration  in the Register.  The entries in the Register shall be conclusive,
in the absence of manifest  error,  and the Borrower,  the Agent and the Lenders
may treat  each  Person  whose  name is  recorded  in the  Register  as a Lender
hereunder for all purposes of this  Agreement.  The Register  shall be available
for inspection by the Borrower and the Lenders at any  reasonable  time and from
time to time upon reasonable prior notice.  Upon each such recordation,  (i) the
assigning  Lender  agrees to pay to the Agent a  registration  fee in the sum of
$2,500.00;  and  (ii) the  Agent  will  deliver  a copy of the  Register  to the
Arranger and the Borrower.

        (d) NEW NOTES. Upon its receipt of an Assignment and Acceptance executed
by the  parties  to such  assignment,  together  with each Note  subject to such
assignment,  the Agent shall (a) record the information contained therein in the
Register,  and (b) give prompt  notice  thereof to the  Borrower and the Lenders
(other than the assigning  Lender).  Within five (5) Business Days after receipt
of such notice, the Borrower,  at its own expense,  shall execute and deliver to
the Agent, in exchange for

<PAGE>

each surrendered  Note, a new Note to the order of such Eligible  Assignee in an
amount equal to the amount  assumed by such Eligible  Assignee  pursuant to such
Assignment  and  Acceptance  and, if the assigning  Lender has  maintained  some
portion of its obligations  hereunder,  a new Note to the order of the assigning
Lender in an 'amount  equal to the amount  retained  by it  hereunder.  Such new
Notes shall provide that they are replacements for the surrendered  Notes, shall
be in an aggregate  principal amount equal to the aggregate  principal amount of
the surrendered  Notes, shall be dated the effective date of such Assignment and
Acceptance  and  shall  otherwise  be in  substantially  the  form of the  Notes
delivered at the time of execution of this  Agreement.  Within five (5) Business
Days of issuance  of any new Notes  pursuant  to this  Article 14, the  Borrower
shall  deliver an opinion of  counsel,  addressed  to the Lenders and the Agent,
relating to the due authorization,  execution and delivery of such new Notes and
the  legality,   validity,   enforceability  and  binding  effect  thereof.  The
surrendered Notes shall be canceled and returned to the Borrower.

        (e) NO ASSIGNMENT BY BORROWER. The Borrower shall not assign or transfer
any of its rights or  obligations  under any of the Loan  Documents  without the
prior written consent of each of the Lenders.

        (f)  DISCLOSURE.  Each  Lender  agrees  to take  normal  and  reasonable
precautions  and  exercise  due  care to  maintain  the  confidentiality  of all
information  identified  as  "confidential"  or  "secret"  by the  Borrower  and
provided to it by the Borrower, or by the Agent on Borrower's behalf, under this
Agreement or any other Loan  Document,  and neither it nor any of its affiliates
shall use any such  information  other than in connection with or in enforcement
of this  Agreement  and the other  Loan  Documents;  except to the  extent  such
information (i) was or becomes generally available to the public other than as a
result of  disclosure  by the  Lender,  or (ii) was or  becomes  available  on a
non-confidential basis from a source other than the Borrower, provided that such
source is not bound by a  confidentiality  agreement  with the Borrower known to
the Lender; provided, however, that any Lender may disclose such information (A)
at the request or pursuant to any requirement of any  Governmental  Authority to
which the Lender is subject or in connection  with an examination of such Lender
by any such authority; (B) pursuant to subpoena or other court process; (C) when
required  to  do  so  in  accordance  with  the  provisions  of  any  applicable
requirement of law; (D) to the extent reasonably required in connection with any
litigation  or  proceeding  to which the Agent,  any Lender or their  respective
affiliates  may be party;  (E) to the extent  reasonably  required in connection
with the exercise of any remedy hereunder or under any other Loan Document;  (F)
to such Lender's  independent auditors and other professional  advisors;  (G) to
any  participant  or assignee,  actual or  potential,  provided that such Person
agrees in  writing  to keep such  information  confidential  to the same  extent
required  of the  Lenders  hereunder,  and (H) as to any  Lender,  as  expressly
permitted  under  the  terms  of  any  other  document  or  agreement  regarding
confidentiality  to which the  Borrower  is party or is deemed  party  with such
Lender.

         (g)    WITHHOLDING TAX.
<PAGE>


(i)     If any Lender is a "foreign  corporation,  partnership  or trust" within
        the  meaning of the Code and such Lender  claims  exemption  from,  or a
        reduction of, U.S.  withholding  tax under  Sections 1441 or 1442 of the
        Code,  such Lender agrees with and in favor of the Agent,  to deliver to
        the Agent:

        (1)    if such Lender  claims an  exemption  from,  or a  reduction  of,
               withholding  tax  under a  United  States  tax  treaty,  properly
               completed  IRS Forms I 00 I and W-8  before  the  payment  of any
               interest in the first calendar year and before the payment of any
               interest in each third  succeeding  calendar  year  during  which
               interest may be paid under this Agreement;

        (2)    if such Lender claims that interest paid under this  Agreement is
               exempt  from  United  States   withholding   tax  because  it  is
               effectively  connected  with a United States trade or business of
               such Lender,  two properly  completed and executed  copies of IRS
               Form 4224 before the payment of any  interest is due in the first
               taxable year of such Lender and in each  succeeding  taxable year
               of such  Lender  during  which  interest  may be paid  under this
               Agreement, and IRS Form W-9;

        (3)    such  other  form or forms as may be  required  under the Code or
               other laws of the United States as a condition to exemption from,
               or reduction of, United States withholding tax; and

        (4)    in  the  case  of  any  Lender   claiming   exemption  from  U.S.
               Withholding  Tax  under  Section  871 (b) or 881 (c) of the Code,
               with respect to payments of "Portfolio Interest",  a Form W-8, or
               any subsequent  versions thereof or successors thereto and if the
               Lender delivers a Form W-8, a certificate  representing that such
               Lender is not a bank for purposes of Section 881 (c) of the Code,
               is not a ten  percent  (10%)  shareholder  (within the meaning of
               Section 871 (h)(3)(b) of the Code) of the Borrower  thereof,  and
               is not a controlled foreign  corporation  related to the Borrower
               (within the meaning of Section  864(d)(4) of the Code). Each such
               certificate  and  form  shall  be  properly  completed  and  duly
               executed  by  such  Lender  claiming  complete  exemption  from a
               reduced rate of U.S.  Withholding Tax on payments by the Borrower
               under this Agreement and other Loan Documents.
<PAGE>

        Such  Lender  agrees  to  promptly  notify  the  Agent of any  change in
circumstances  which would  modify or render  invalid any claimed  exemption  or
reduction.

                  (ii)   If any Lender claims  exemption  from, or reduction of,
                         withholding  tax under a United  States  tax  treaty by
                         providing  IRS  Form  I 00 I  and  such  Lender  sells,
                         assigns,   grants  a  participation  in,  or  otherwise
                         transfers all or part of the Lender  Obligations of the
                         Borrower to such Lender,  such Lender  agrees to notify
                         the  Agent of the  percentage  amount in which it is no
                         longer the  beneficial  owner of Lender  Obligations of
                         the  Borrower  to  such-Lender.  To the  extent of such
                         percentage  amount,  the Agent will treat such Lender's
                         IRS Form I 00 I as no longer valid.

                  (iii)  If any Lender  claiming  exemption  from United  States
                         withholding tax by filing IRS Form 4224 with the Agent,
                         sells, assigns, grants a participation in, or otherwise
                         transfers all or part of the Lender  Obligations of the
                         Borrower  to  such  Lender,   such  Lender   agrees  to
                         undertake  sole  responsibility  for complying with the
                         withholding tax  requirements  imposed by Sections 1441
                         and 1442 of the Code.

                  (iv)   If  any  Lender  is  entitled  to a  reduction  in  the
                         applicable  withholding  tax,  the Agent may  withhold.
                         from any  interest  payment  to such  Lender  an amount
                         equivalent  to the  applicable  withholding  tax  after
                         taking into  account  such  reduction.  If the forms or
                         other documentation  required by subsection (a) of this
                         ss. 19.7 are not delivered to the Agent, then the Agent
                         may withhold  from any interest  payment to such Lender
                         not  providing  such  forms or other  documentation  an
                         amount equivalent to the applicable withholding tax.

                    (v)       If the IRS or any other Governmental  Authority of
                              the United States or other jurisdiction  asserts a
                              claim that the Agent did not properly withhold tax
                              from  amounts  paid to or for the  account  of any
                              Lender  (because  the  appropriate  form  was  not
                              delivered,  was not properly executed,  or because
                              such Lender failed to notify the Agent of a change
                              in  circumstances  which  rendered  the  exemption
                              from,   or   reduction   of,    withholding    tax
                              ineffective,  or for any other reason) such Lender
                              shall  indemnify  the Agent  fully for all amounts
                              paid, directly or indirectly,  by the Agent as tax
                              or  otherwise,  including  penalties and interest,
                              and   including   any   taxes   imposed   by   any
                              jurisdiction  on the amounts  payable to the Agent
                              under this Article 14 together  with all costs and
                              expenses (including reasonable attorney's fees and
                              legal  expenses).  The  obligation  of the Lenders
                              under  this   subsection  (e)  shall  survive  the
                              payment   of  all  Lender   Obligations   and  the
                              resignation or replacement of the Agent.

<PAGE>

5. Borrower and the Lenders  acknowledge and recognize that BankBoston,  N.A. is
the agent under the Senior  Facility  and, in such  capacity,  may take  actions
which may be in conflict with or detrimental to this facility,  the Borrower and
the Lenders. Borrower and Lenders agree that such BankBoston,  N.A. may serve in
both capacities and take such actions as it deems necessary as the agent of both
this facility and under the Senior Facility.

                              ARTICLE 15. THE AGENT

        Section 15.1  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 Term Loan  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 13, the Agent shall,  on behalf of the Lenders:  (a)
execute any  documents  on behalf of the  Lenders  providing  collateral  for or
guarantees of the Lender Obligations;  (b) hold and apply any collateral 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  13.1;  (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  collateral  for the
Lender Obligations, and possess instruments included in the collateral on behalf
of the Lenders; and (e) in the event of acceleration of Borrower's  Indebtedness
hereunder,  act at the  direction  of the Lenders to exercise  the rights of the
Lenders hereunder and under the other Lender Agreements.

        Section 15.2  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 Term Loan 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 14
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

<PAGE>

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 Borrower or any other
Person or to inspect the property  (including the books and records) of Borrower
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  @shed  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.

        Section  15.3 AGENT AS A LENDER AND AGENT UNDER  SENIOR  FACILITY.  With
respect to its interest in its  Commitment  Percentage  of the Loans  hereunder,
BankBoston,  N.A. 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  BankBoston,  N.A.  in its  individual
capacity.  BankBoston,  N.A. and its affiliates may lend money to, and generally
engage in any kind of business  with,  Borrower,  American Ski, any Affiliate of
American  Ski and any  Person  who may do  business  with or own  securities  of
American Ski or any such Affiliate of American Ski, all as if  BankBoston,  N.A.
were not the Agent and  without  any duty to account  therefor  to the  Lenders.
Borrower and Lenders hereby acknowledge that BankBoston, N.A. is the agent under
this facility and under the Senior Facility. Borrower and the Lenders agree that
BankBoston, N.A. as the agent under the Senior Facility may take actions adverse
to the Lenders and the Borrower under this facility.


        Section 15.4 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  5.9 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 15.5  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 Borrower),  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


<PAGE>


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
Borrower.

        Section 15.6 SUCCESSOR AGENT.  Except as provided ' below, the Agent may
resign at any time by giving written notice thereof to the Lenders and Borrower.
Upon any such  resignation,  the  Lenders  shall  have the  right to  appoint  a
successor  Agent  which  shall  be  reasonably  acceptable  to  Borrower.  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 $50,000,000. 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
15 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 15.7  AMENDMENT OF ARTICLE 15.  Borrower  hereby agrees that the
foregoing  provisions of this Article 15 constitute an agreement among the Agent
and the Lenders (and the Agent and the Lenders  acknowledge  that except for the
provisions  of  Section  13.5,  Borrower  are not  parties  to or  bound by such
foregoing  provisions) and that any and all of the provisions of this Article 15
(excepting  Section 15.6) may be amended at @y time by the Lenders and the Agent
without  the  consent or  approval  of, or notice to  Borrower  (other  than the
requirement  of  notice  to  Borrower  of the  resignation  of the Agent and the
appointment of a successor Agent).


                            ARTICLE 16. MISCELLANEOUS

        Section  16.1  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, by telecopy or
by nationally-recognized overnight carrier service, addressed as follows:

         (a) If to the Agent,  BankBoston,  N.A.,  II 5 Perimeter  Center Place,
N.E., Suite 500,  Atlanta,  GA and Paul,  Hastings,  Janofsky & Walker LLP,, 600
Peachtree
<PAGE>

  Street, N.E., Suite 2400, Atlanta, Georgia 30308-2222,  Attention:  Charles T.
  Sharbaugh,  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
  Borrower and the Lenders.

         (b) If to Borrower,  c/o American Skiing Company, P.O. Box 450, Bethel,
  ME 04217, or for overnight  delivery  service,  Sunday River Road,  Bethel, ME
  04217,  Telecopier No. 207/824-0192,  Attention:  Christopher E. Howard, Esq.,
  Senior  Vice  President  and  Chief  Administrative   Officer  and  Thomas  M.
  Richardson,  Chief Financial Officer, with a copy to: David J. Champoux, Esq.,
  Pierce  Atwood,  One  Monument  Square,  Portland,  ME 041 01 or at such other
  address(es) or to the attention of such other Person(s) as Borrower 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 Borrower.

         Any notice so addressed  and mailed by  registered  or  certified  mail
  shall be deemed to have been given when mailed.  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 Borrower as having been given by the Lenders.

         Section 16.2 MERGER. This Agreement and the other Lender Agreements and
  documents contemplated hereby constitute the entire agreement of American Ski,
  the Borrower, the Agent and the Lenders and express their entire understanding
  with  respect to credits  advanced  or to be  advanced  by the  Lenders to the
  Borrower.

         Section 16.3 GOVERNING  LAW,  CONSENT TO  JURISDICTION.  This Agreement
  shall be governed by and construed and enforced under the laws of the State of
  Georgia.

         Section 16.4  COUNTERPARTS.  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.

         Section 16.5 EXPENSES AND INDEMNIFICATION.

         (a) Borrower  agrees to pay, on demand,  all of the Agent's  reasonable
  expenses in preparing, executing, delivering and administering this Agreement,
  the Lender Agreements, all related instruments and documents and any requested
  amendment,  waiver or consent relating hereto or thereto,  including,  without
  limitation,

<PAGE>

the  reasonable  fees and  out-of-pocket  expenses  of the  Agent's  third-party
consultants,  special counsel, Paul, Hastings,  Janofsky & Walker LLP, and local
counsel in each  jurisdiction in which Borrower and or any Subsidiary has assets
and the Agent's and Lenders'  reasonable  expenses in  connection  with periodic
audits of Borrower and its Subsidiaries. Borrower also agrees to pay, on demand,
all  reasonable  out-of-pocket  expenses  incurred by the Agent and the Lenders,
including,  without  limitation,  reasonable  legal,  accounting and third-party
consultant  fees, in connection with the collection of amounts due hereunder and
under all other Lender  Agreements  upon the occurrence of a Default  hereunder,
the revision,  protection or  enforcement  of any of the Agent's or the Lenders'
rights  against   Borrower  under  this  Agreement,   the  Notes,  the  Guaranty
Agreements,  the Security  Agreements,  and all other Lender  Agreements and the
administration  of special  problems that may arise under this  Agreement or any
other Lender Agreement. Borrower also agrees to pay all stamp and other taxes in
connection  with the  execution  and  delivery  of this  Agreement  and  related
instruments and documents.

        (b) Without  limitation of any other obligation or liability of Borrower
or right or remedy of the Agent or the Lenders contained herein, Borrower hereby
covenants  and agrees 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,  investigation,  litigation  or other
proceeding  related to the entering  into of this  Agreement or any other Lender
Agreement,  the  use of the  proceeds  of any  Loans,  the  consummation  of the
transactions  contemplated  herein, the exercise by the Agent and the Lenders of
their  rights  and  remedies,   or  otherwise   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  Borrower  hereunder,  such  indemnified  party shall notify
Borrower 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  unless and only to the  extent  Borrower  demonstrates  to the
reasonable  satisfaction  of such  party that such  failure  to  provide  notice
prejudiced Borrower in its defense of such claim. Borrower shall have the right,
at its option upon notice to the indemnified  parties, to defend any such matter
at its own expense and with their own counsel,  except as provided below,  which
counsel  must  be  reasonably   acceptable  to  the  indemnified   parties.  The
indemnified  party shall  cooperate with Borrower 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 Borrower, (b) Borrower has failed to assume the defense
of such matter within fifteen (I 5) days of notice thereof from the  indemnified
party, or (c) the named parties to any such action (including impleaded parties)
include

<PAGE>

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  Borrower,  then
Borrower  shall not have the right to assume  the  defense of such  matter  with
respect to such indemnified  party.  Borrower 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.

        Section  16.6  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  Borrower  and its  Subsidiaries
heretofore furnished or which may hereafter be furnished to them pursuant to the
provisions of this Agreement;  PROVIDED,  HOWEVER,  that this Section 16.6 shall
not be  applicable  to  information  otherwise  disseminated  to the  public  by
Borrower or any of its  Subsidiaries  or any of their  Affiliates;  and PROVIDED
FURTHER,  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  or  other  regulatory  examiners,  affiliates,  auditors,
accountants and counsel or to any Person who evaluates,  approves, structures or
administers  the Loans on behalf of a Lender 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,  so long as such
potential  assignees or  participants  shall agree in writing to be bound by the
terms of this Section 16.6 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 16.7 JOINT AND SEVERAL OBLIGATIONS. Borrower waives presentment,
demand, protest,  notice of acceptance,  notice of indebtedness 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 Borrower  and its  Restricted
Subsidiaries, and all suretyship defenses generally.

          Section  16.8  WAIVER OF JURY  TRIAL.  THE  AGENT,  THE  LENDERS,  AND
BORROWER AGREE THAT NONE OF THEM NOR ANY ASSIGNEE OR SUCCESSOR  SHALL (A) SEEK A
JURY  TRIAL  IN  ANY  LAWSUIT,  PROCEEDING,  COUNTERCLAIM  OR ANY  OTHER  ACTION
INVOLVING  THE AGENT OR ANY LENDER AS A PARTY BASED UPON OR ARISING OUT OF, THIS
AGREEMENT,  THE TERM LOAN NOTES, ANY LENDER AGREEMENT,  ANY RELATED INSTRUMENTS,
ANY COLLATERAL OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG ANY OF THEM,
OR (B) SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  THE  PROVISIONS OF THIS  PARAGRAPH HAVE
BEEN FULLY  DISCUSSED BY EACH OF THE  AGENT,THE  LENDERS AND BORROWER WITH THEIR
RESPECTIVE COUNSEL, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NONE
OF THE AGENT,  THE LENDERS,  OR BORROWER HAVE AGREED WITH OR  REPRESENTED TO ANY
OTHER PARTY THAT THE  PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES.

<PAGE>

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

                                              AMERICAN SKIING COMPANY RESORT
                                              PROPERERTIES, INC.

                                              By: /s/ Christopher E. Howard
                                                 ---------------------------
                                                Name: Christopher E. Howard
                                                Title: Senior Vice President







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<PAGE>

                                                       BANKBOSTON N.A., as Agent
                                                       


                                                   By: unable to read signature
                                                       -----------------------




                    [EXECUTION CONTINUED ON FOLLOWING PAGES]




<PAGE>










                                    LIST OF SCHEDULES

Schedule I           Commitment Percentages, Designated Lenders

Schedule 2           Purchase Money Mortgages

Schedule 5.2         Borrower and each Subsidiary's principal place of business

Schedule 5.4         Intercompany Debt Disclosure

Schedule 5.13        Liens, Charges, and Encumbrances

Schedule 5.15        ERISA

Schedule 5.16        Outstanding Indebtedness

Schedule 5.17        Envirorunental Matters

Schedule 8.8         Legal Ownership of Subsidiaries

<PAGE>






                                   SCHEDULE I


Lenders:                                        Commitment Percentage:
BankBoston, N.A.                                         50%
Morgan Stanley Senior Funding, Inc.                      50%




<PAGE>


                                   Schedule 2


1.  Trust  Deed  With  Assignment  of Rents  dated  July _,  1996,  between  WMR
Investment Company, L.L.C., Old Republic Title Company of Utah and Wolf Mountain
Resorts,  L.C., recorded in Book 977, Page 736, and Book 1029, Page 177, records
of Summit County, Utah;

        2. Trust Deed With  Assignment  of Rents dated April 23,  199.7,  by WMR
Investment  Company,  L.L.C.  and Gary W.  Neilsen  in favor of Michael J. Maier
recorded in Book 1041, Page 852, aforesaid records, as assigned by Assignment of
Trust Deed dated  January 13,  1998,  from  Michael J. Maier to Raymond 0. Klein
recorded in Book I I 10, Page 445, aforesaid records;

        3. Trust Deed With  Assignment of Rents dated July 8, 1996,  between WNM
Investment  Company,   L.L.C.,   Thomas  T.  Billings,   Esquire,  and  Songbird
Enterprises recorded in Book 977, Page 728, aforesaid records; and

4.  Trust  Deed  With  Assignment  of Rents  dated  April  23,  1997,  among WMR
Investment  Company,  L.L.C.,  Thomas T.  Billings  and LRJ  Enterprises,  Inc.,
recorded in Book 1041, Page 832, aforesaid records.



<PAGE>


                                  SCHIEDULE 5.2

          Borrower  and  each  Subsidiary's  principal  place of  business.  The
principal  place of business of the  Borrower and each of its  Subsidiaries  is:
American Siding Company Resort  Properties,  Inc. Sunday River Road P.O. Box 450
Bethel, NE 04106 Attention: Christopher E. Howard, Chief Operating Officer

                                 SCHEDULE 5.4(B)

                Transactions among Borrower and its Subsidiaries
                      and American Ski and its Subsidiaries

1.        Joint  marketing  and  development  efforts  under the Marriott  Joint
          Venture..

2.        Reciprocal obligations under Reciprocal Easement Agreement.

3.        Leases between Grand Summit Resort  Properties,  Inc. and resort hosts
          with respect to the commercial units at Grand Summit Hotels.

4.        Beneficial   Improvements   Agreement   between  Grand  Summit  Resort
          Properties,  Inc.  and Sunday  River  Skiway  Corp.  regarding  Sunday
          River's use of the access road to the Jordan Bowl Grand Summit Hotel.

5.        Certain  employees of American Ski perform some of their  services for
          Borrower.  and its subsidiaries,  for which American Ski is reimbursed
          by Borrower and its Subsidiaries.

6.        The Borrower  and its  Subsidiaries  guaranty the $120 million  Senior
          Subordinated  Notes due 2006 of the Borrower's parent, ASC East, Inc.,
          payment of which is subordinated to the Lender.


<PAGE>

                                  SCHEDULE5.13
                          Liens, Charges, Encumbrances

1.      The Purchase Money Mortgage



<PAGE>


                                 Schedule 5.1.5
                                  pension plans

1.       Massachusetts Financial Services 401(k) Plan, Adopted August 1, 1997

         L.B.O. Holding.  Inc.
         ASC Utah Inc..
         Killington Ltd.
         Sugarbush Resort Holdings, Inc.
         Pico Ski Area Management Company
         Sunday River Skiway Corporation
         Sugarloaf Mountain Corporation
         Mount Snow, Ltd.

2.      Welfare. Bcnefit Plan

        A.     Medical

          (1)  American  Skiing  Company  Group  Medical  Expense Plan and Delta
          Dental Plan:

        L.B.O. Holding, Inc.
        ASC Utah, Inc.
        Killington, Ltd.
        Pico Ski Area Management Company
        Mount Snow, Ltd.
        Sugarbush Resort Holdings, Inc.

        (2)    Blue Cross/Blue Shield:

        Sugarloaf Mountain Corporation Sunday River Skiway Corporation

        B.     Life and AD&D

        L.B.O. Holding, Inc.
        ASC Utah Inc.
        Killington, Ltd..
        Pico Ski Area Management Company 
        Mount Snow, Ltd.
        Sugarbush Resort Holdings, Inc.  
        Sugarloaf Mountain Corporation
        Sunday River Skiway Corporation


3.     Deferred Compensation Plans

         American Skiing Company Stock Option Plan adopted August 1, i997

                                 SCHIEDLTLE 5.16
                            Outstanding Indebtedness

1         $31,071,119.52  under Grand Summit Resort Properties,  Inc.'s existing
          facility with Textron Financial Corporation

2.        The Purchase Money Mortgage

3.        The InterCompany debt

4.        The  Borrower's  and its  Subsidiaries'  guaranty of the $120  million
          Senior Subordinated Notes due 2006 of ASC East, Inc., payment of which
          is subordinated to the Lender.
<PAGE>

                                  SCHEDULE 5.17
                              Environmental Matters
                                     f None
                                  SCHEDULE 8.8

                         Legal Ownership of Subsidiaries

Grand Summit Resort  Properties,  Inc. -, 100% of issued and outstanding  common
stock Canyons Resort  Properties,  Inc. - 100% of issued and outstanding  common
stock  Heavenly  Resort  Properties,  L.L.C.  -  Membership  Interest in limited
liability company

                                LIST OF EXHIBITS

Exhibit A                    Form of Term Loan Notes

Exhibit B                    Designated Properties

Exhibit C                    Budget

Exhibit D                    Status Memorandum

<PAGE>

$15,000,000.00

                                   Exhibit "A"

                                 TERM LOAN NOTE


                                September 4, 1998

Atlanta, Georgia


FOR VALUE RECEIVED,  the undersigned  AMERICAN SKIING COMPANY RESORT PROPERTIES,
INC., a corporation organized and existing under the laws of the State of Maine,
with a business address at Sunday River Road,  Bethel,  Maine  04217(hereinafter
referred to as "Maker"),  promises to pay to the order of  BANKBOSTON,  N.A., as
Agent, a national banking association (hereinafter referred to as "Payee", Payee
and any and all  other  holders  of this  Note  being  hereinafter  collectively
referred to as "Holder"),  at I 00 Federal Street, Boston, Boston 021 1 0 ("Head
Office")  or such other place as Holder  hereof may  designate  in writing,  the
principal  sun of FIFTEEN  MILLION  AND N01100  DOLLARS  (U.S.  $15,000,000.00),
pursuant  to the  Credit  Agreement  of even  date  between  the Maker and Payee
("Note"), together with interest as provided in this Note, as follows:

I.       Interest.

        Except as otherwise provided herein,  the principal balance  outstanding
from time to time  hereunder  shall bear  interest  from the date  hereof  until
repaid in full at the rate of fourteen (14) percent per annum.

        Interest shall be computed on the daily  outstanding  principal  balance
hereunder  on the basis of a 360 day year,  but shall  accrue and be payable for
the actual number of days during which funds are outstanding. Accrued but unpaid
interest  shall be due and payable  monthly in arrears on the first Business Day
of each month for the immediately  preceding month,  commencing on the thirtieth
day of  September,  1998,  with a final  payment on December 4, 1998, or on such
earlier  date on which  the  maturity  hereof  is  accelerated  pursuant  to the
provisions of ss. 12.1 of the Credit Agreement (the "Maturity Date").

<PAGE>

II.      Principal.

Principal shall be payable in the amount and at the time provided in the Credit
Agreement,  with the outstanding  principal balance  hereunder  becoming due and
payable in full on the Maturity Date.

        This Note is one of  several  promissory  notes  that in the  aggregate,
evidence a debt obligation in the maximum  principal  amount of  $30,000,000.00,
all of which notes are made  pursuant to the terms of the Credit  Agreement  and
are secured by the Lender  Agreements  (other than the Term Notes). A default on
any of such notes shall be deemed a default on all such notes.

        Notwithstanding  any  provisions  in  this  Note,  or in any  instrument
securing  this Note,  the total  liability  for  payments  legally  regarded  as
interest shall not exceed the maximum limits imposed by applicable  law, and any
payment of same in excess of the amount allowed thereby shall, as of the date of
such payment, automatically be deemed to have been applied to the payment of the
principal  indebtedness  evidenced  hereby,  or, if same has been fully  repaid,
shall be repaid to Maker upon  demand.  Any  notation  or record of Holder  with
respect to such required  application  which is inconsistent with the provisions
of this paragraph shall be disregarded for all purposes and shall not be binding
upon either Maker or Holder.

        All sums payable  under this Note shall be paid not later than 3:00 P.M.
(Local  Eastern  time)  on the day when due in  immediately  available  funds in
lawful  money of the United  States of America.  Whenever any payment to be made
under this Note shall be stated to be due on a day other than a Business Day (as
hereinafter defined), such payment shall be made on the next succeeding Business
Day and such extension of time shall in such case be included in the computation
of payment of interest.  "Business  Day" means a day  (excluding  Saturdays  and
Sundays)  on which  Payee is open for the  transaction  of banking  business  in
Boston, Boston.

        All payments under this Note shall be made to Holder without  set-off or
counterclaim and free and clear of and without deduction for any taxes,  levies,
imposts,  duties,  charges,  fees,  deductions,  withholdings,  restrictions  or
conditions of any nature now or hereafter  imposed or levied by any jurisdiction
or any political  subdivision  thereof or any taxing or other authority  therein
unless Maker is compelled by law to make such deduction or  withholding.  If any
such  obligation to deduct or withhold is imposed upon Maker with respect to any
amount payable by it hereunder,  Maker will pay to Holder,  on the date on which
such amount becomes due and payable  hereunder,  such additional amount as shall
be necessary to enable Holder to receive the same amount which it would

<PAGE>


  have received on such due date had no such obligation been imposed upon Maker.
  Maker will deliver promptly to Holder certificates or other valid vouchers for
  all taxes or other charges deducted from or paid with respect to payments made
  by Maker under this Note.

         At the option of  Holder,  Holder  may by notice to Maker  declare  the
  entire principal amount outstanding under this Note, together with all accrued
  interest thereon and all other sums due under this Note, to be immediately due
  and payable in full,  whereupon same shall become  immediately due and payable
  in full,  without further notice or demand, if any payment due under this Note
  is not paid when due,  or if an Event of Default  occurs.  Failure to exercise
  such option shall not constitute a waiver of the right to exercise such option
  if Maker is in default  hereunder.  In the event of any default in the payment
  of this Note, and if the same is referred to an attorney at law for collection
  or suit is  brought  hereon,  Maker  shall pay  Holder,  in either  case,  all
  expenses and costs of collection,  including,  but not limited to, court costs
  and reasonable  attorney's fees and  disbursements.  Time is of the essence of
  this Note.

         Any  amount  of  principal  of this  Note  which is not  paid  when due
  (whether at stated  maturity,  acceleration  or otherwise)  and, to the extent
  permitted by applicable  law, any amount of interest  under this Note which is
  not paid when due,  shall bear  interest,  from the date on which such overdue
  amount  shall have  become  due and  payable  by Maker  until  payment in full
  (whether  before or after  judgment),  payable on demand,  at a rate per annum
  equal to  twenty  percent  (20%) per  annum,  plus the Base  Rate,  or if such
  increased rate of interest may not be collected under  applicable law, then at
  the maximum rate of interest,  if any, which may be collected from Maker under
  applicable law.

  III.     Prepayment, Extension, Notices. etc.

  Maker may prepay the outstanding  principal  amount of this Note, or a portion
  thereof, only in accordance with the terms of the Credit Agreement.

         From time to time,  without  affecting  the  obligation of Maker or any
  sureties, guarantors, endorsers, accommodation parties or other persons liable
  or to become liable on this note to pay the outstanding  principal  balance of
  this Note and observe the covenants of Maker contained herein,  without giving
  notice to or obtaining the consent of Maker or any such sureties,  guarantors,
  endorsers,  accommodation  parties or other persons,  and without liability on
  the part of Holder,  Holder may, at the option of Holder,  grant extensions or
  postponements of the time for payment of said outstanding  principal  balance,
  interest or any part thereof, release anyone liable on any of said outstanding
  principal  balance,  accept  a  renewal  of this  Note,  release  or  accept a
  substitution  of all or any collateral  given to secure this Note, join in any
  extension or subordination agreement,

<PAGE>

agree in writing  with Maker to modify the rate of interest or terms and time of
payment of said outstanding  principal balance or period of amortization of this
Note or change the amount of the  monthly  installments  payable  hereunder,  or
grant any other  indulgence or  forbearance  whatsoever.  No one or more of such
actions shall constitute a novation.

        Presentment,  notice of dishonor,  protest and notice of protest and any
and all lack of diligence or delays in  collection or  enforcement  of this Note
are  hereby  waived  by  Maker  and  all  sureties,  guarantors,  endorsers  and
accommodation parties hereof and all other persons liable or to become liable on
this Note. This Note shall be the joint and several  obligation of Maker and all
sureties,  guarantors,  endorsers,  accommodation  parties and all other persons
liable or to become  liable on this  Note,  and shall be  binding  upon them and
their heirs, legal representatives, successors and assigns.

        Each notice, demand, election or request provided for or permitted to be
given  pursuant to this Note must be in writing and shall be given in the manner
provided in the Credit Agreement.

        This Note is issued  pursuant  to, is entitled to the  benefits of, is a
"Term Loan Note" as defined in, and is subject to the  provisions  of the Credit
Agreement.  Any  capitalized  term not  defined  herein  shall have the  defined
meaning set forth in the Credit Agreement.  In the event of any conflict between
the  terms of this  Note  and the  Credit  Agreement,  the  terms of the  Credit
Agreement shall control.

        Notwithstanding  anything  to the  contrary  contained  herein or in the
Credit  Agreement,  this Note may not be transferred  except  pursuant to and in
accordance  with the  registration  and other  provisions  of  Article 14 of the
Credit Agreement.

        This Note and the  obligations of Maker  hereunder  shall be governed by
and interpreted and determined in accordance with the laws of Georgia.

        MAKER HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  (A) SUBMITS TO PERSONAL
JURISDICTION  IN GEORGIA OVER ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR
RELATING TO THIS NOTE, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS
OF ANY  STATE 0) TO THE  RIGHT,  IF ANY,  TO TRIAL BY JURY,  (II) TO  OBJECT  TO
JURISDICTION WITHIN GEORGIA OR VENUE IN ANY PARTICULAR FORUM WITHIN GEORGIA, AND
(III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL DAMAGES.  MAKER AGREES
THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR

<PAGE>

UNDER  APPLICABLE  LAW,  ALL  SERVICE OF  PROCESS  IN ANY SUCH  SUIT,  ACTION OR
PROCEEDING  MAY  BE  MADE  BY  CERTIFIED  OR  REGISTERED  MAIL,  RETURN  RECEIPT
REQUESTED, DIRECTED TO MAKER AT THE ADDRESS SET FORTH ABOVE, AND SERVICE SO MADE
SHALL BE  COMPLETE  FIVE (5) DAYS  AFTER THE SAME  SHALL BE SO  MAILED.  NOTHING
CONTAINED HEREIN,  HOWEVER,  SHALL PREVENT HOLDER FROM BRINGING ANY SUIT, ACTION
OR PROCEEDING OR EXERCISING  ANY RIGHTS  AGAINST ANY SECURITY AND AGAINST MAKER,
AND AGAINST ANY  PROPERTY OF MAKER,  IN ANY OTHER STATE.  INITIATING  SUCH SUIT,
ACTION OR  PROCEEDING  OR  TAKING  SUCH  ACTION  IN ANY STATE  SHALL IN NO EVENT
CONSTITUTE A WAIVER OF THE AGREEMENT  CONTAINED  HEREIN THAT THE LAWS OF GEORGIA
SHALL  GOVERN THE RIGHTS AND  OBLIGATIONS  OF MAKER AND HOLDER  HEREUNDER OR THE
SUBMISSION HEREIN MADE BY MAKER TO PERSONAL JURISDICTION WITHIN GEORGIA.

        This Note may not be amended, modified, or changed, nor shall any waiver
of any provision  hereof be  effective,  except only by an instrument in writing
signed by the party against whom  amendment,  change,  modification or discharge
enforcement of any waiver, is sought.

        Whenever used herein,  the words "Maker",  "Payee" and "Holder" shall be
deemed to include their respective heirs, legal representatives,  successors and
assigns.








                          [EXECUTION ON FOLLOWING PAGE]

<PAGE>


        IN  WITNESS  WHEREOF,  Maker has  caused  this Note to be  executed  and
delivered under seal as of the date first above written.


                         AMERICAN SKIING COMPANY RESORT PROPERTIES,
                         INC., a Maine corporation


                         By:
                            ---------------------------------------
                         Name:
                         Title:

                         Attest:
                                -----------------------------------
                         Name:
                         Title:



<PAGE>

                                 TERM LOAN NOTE


$15,000,000.00

FOR VALUE RECEIVED,  the undersigned  AMERICAN SKIING COMPANY RESORT PROPERTIES,
INC., a corporation organized and existing under the laws of the State of Maine,
with a business address at Sunday River Road,  Bethel,  Maine  04217(hereinafter
referred to as "Maker"),  promises to pay to the order of MORGAN  STANLEY SENIOR
FUNDING, INC.  (hereinafter referred to as "Payee",  Payee and any and all other
holders of this Note being hereinafter collectively referred to as "Holder"), in
care of  BANKBOSTON,  N.A., as Agent,  a national  banking  association,  at 100
Federal  Street,  Boston,  Boston 021 1 0 ("Head Office") or such other place as
Holder hereof may designate in writing, the principal sum of FIFTEEN MILLION AND
NO/ I 00 DOLLARS (U.S. $15,000,000.00), pursuant to the Credit Agreement of even
date between the Maker and Payee ("Note"), together with interest as provided in
this Note, as follows:

I.       Interest.

Except as otherwise provided herein, the principal balance outstanding from time
to time hereunder  shall bear interest from the date hereof until repaid in full
at the rate of fourteen (I 4) percent per annum.

        Interest shall be computed on the daily  outstanding  principal  balance
hereunder  on the basis of a 360 day year,  but shall  accrue and be payable for
the actual number of days during which funds are outstanding. Accrued but unpaid
interest  shall be due and payable  monthly in arrears on the first Business Day
of each month for the immediately  preceding month,  commencing on the thirtieth
day of  September,  1998,  with a final  payment on December 4, 1998, or on such
earlier  date on which  the  maturity  hereof  is  accelerated  pursuant  to the
provisions of ss. 12.1 of the Credit Agreement (the "Maturity Date").

II.     Principal.

Principal shall be payable in the amount and at the time provided in the Credit
Agreement,  with the outstanding  principal balance  hereunder  becoming due and
payable in full on the Maturity Date.

        This Note is one of several  promissory  notes that,  in the  aggregate,
evidence a debt obligation in the maximum  principal  amount of  $30,000,000.00,
all of which notes are made  pursuant to the terms of the Credit  Agreement  and
are secured by the Lender

                                September 4, 1998

Atlanta, Georgia


Agreements  (other than the Term Notes). A default on any of such notes shall be
deemed a default on all such notes.

        Notwithstanding  any  provisions  in  this  Note,  or in any  instrument
securing  this Note,  the total  liability  for  payments  legally  regarded  as
interest shall not exceed the maximum limits imposed by applicable  law, and any
payment of same in excess of the amount allowed thereby shall, as of the date of
such payment, automatically be deemed to have been applied to the payment of the
principal  indebtedness  evidenced  hereby,  or, if same has been fully  repaid,
shall be repaid to Maker upon  demand.  Any  notation  or record of Holder  with
respect to such required  application  which is inconsistent with the provisions
of this paragraph shall be disregarded for all purposes and shall not be binding
upon either Maker or Holder.

        All sums payable  under this Note shall be paid not later than 3:00 P.M.
(Local  Eastern  time)  on the day when due in  immediately  available  funds in
lawful  money of the United  States of America.  Whenever any payment to be made
under this Note shall be stated to be due on a day other than a Business Day (as
hereinafter defined), such payment shall be made on the next succeeding Business
Day and such extension of time shall in such case be included in the computation
of payment of interest.  "Business  Day" means a day  (excluding  Saturdays  and
Sundays)  on which  Payee is open for the  transaction  of banking  business  in
Boston, Boston.

        All payments under this Note shall be made to Holder without  set-off or
counterclaim and free and clear of and without deduction for any taxes,  levies,
imposts,  duties,  charges,  fees,  deductions,  withholdings,  restrictions  or
conditions of any nature now or hereafter  imposed or levied by any jurisdiction
or any political  subdivision  thereof or any taxing or other authority  therein
unless Maker is compelled by law to make such deduction or  withholding.  If any
such  obligation to deduct or withhold is imposed upon Maker with respect to any
amount payable by it hereunder,  Maker will pay to Holder,  on the date on which
such amount becomes due and payable  hereunder,  such additional amount as shall
be  necessary  to enable  Holder to receive the same amount  which it would have
received on such due date had no such obligation been imposed upon Maker.  Maker
will deliver  promptly to Holder  certificates  or other valid  vouchers for all
taxes or other  charges  deducted  from or paid with respect to payments made by
Maker under this Note.

        At the  option of  Holder,  Holder  may by notice to Maker  declare  the
entire principal amount  outstanding under this Note,  together with all accrued
interest  thereon and all other sums due under this Note, to be immediately  due
and payable in full,  whereupon same shall become immediately due and payable in
full,  without  further notice or demand,  if any payment due under this Note is
not paid when due, or if an Event of Default  occurs.  Failure to exercise  such
option  shall not  constitute  a waiver of the right to exercise  such option if
Maker is in default  hereunder.  In the event of any  default in the  payment of
this Note, and if the same is referred to an attorney at law for collection

<PAGE>


  or suit is  brought  hereon,  Maker  shall pay  Holder,  in either  case,  all
  expenses and costs of collection,  including,  but not limited to, court costs
  and reasonable  attorney's fees and  disbursements.  Time is of the essence of
  this Note.

         Any  amount  of  principal  of this  Note  which is not  paid  when due
  (whether at stated  maturity,  acceleration  or otherwise)  and, to the extent
  permitted by applicable  law, any amount of interest  under this Note which is
  not paid when due,  shall bear  interest,  from the date on which such overdue
  amount  shall have  become  due and  payable  by Maker  until  payment in full
  (whether  before or after  judgment),  payable on demand,  at a rate per annum
  equal to  twenty  percent  (20%) per  annum,  plus the Base  Rate,  or if such
  increased rate of interest may not be collected under  applicable law, then at
  the maximum rate of interest,  if any, which may be collected from Maker under
  applicable law.

  III.     Payment, Extension, Notices, etc.

  Maker may prepay the outstanding  principal  amount of this Note, or a portion
  thereof, only in accordance with the terms of the Credit Agreement.

         From time to time,  without  affecting  the  obligation of Maker or any
  sureties, guarantors, endorsers, accommodation parties or other persons liable
  or to become liable on this note to pay the outstanding  principal  balance of
  this Note and observe the covenants of Maker contained herein,  without giving
  notice to or obtaining the consent of Maker or any such sureties,  guarantors,
  endorsers,  accommodation  parties or other persons,  and without liability on
  the part of Holder,  Holder may, at the option of Holder,  grant extensions or
  postponements of the time for payment of said outstanding  principal  balance,
  interest or any part thereof, release anyone liable on any of said outstanding
  principal  balance,  accept  a  renewal  of this  Note,  release  or  accept a
  substitution  of all or any collateral  given to secure this Note, join in any
  extension or  subordination  agreement,  agree in writing with Maker to modify
  the  rate of  interest  or  terms  and  time of  payment  of said  outstanding
  principal  balance or period of amortization of this Note or change the amount
  of the monthly installments  payable hereunder,  or grant any other indulgence
  or forbearance  whatsoever.  No one or more of such actions shall constitute a
  novation.

         Presentment,  notice of dishonor, protest and notice of protest and any
  and all lack of diligence or delays in collection or  enforcement of this Note
  are  hereby  waived  by Maker  and all  sureties,  guarantors,  endorsers  and
  accommodation  parties hereof and all other persons liable or to become liable
  on this Note. This Note shall be the joint and several obligation of Maker and
  all  sureties,  guarantors,  endorsers,  accommodation  parties  and all other
  persons  liable or to become  liable on this Note,  and shall be binding  upon
  them and their heirs, legal representatives, successors and assigns.

<PAGE>


        Each notice, demand, election or request provided for or permitted to be
given  pursuant to this Note must be in writing and shall be given in the manner
provided in the Credit Agreement.

        This Note is issued  pursuant  to, is entitled to the  benefits of, is a
"Term Loan Note" as defined in, and is subject to the  provisions  of the Credit
Agreement.  Any  capitalized  term not  defined  herein  shall have the  defined
meaning set forth in the Credit Agreement. In -the event of any conflict between
the  terms of this  Note  and the  Credit  Agreement  the  terms  of the  Credit
Agreement shall control.

        Notwithstanding  anything  to the  contrary  contained  herein or in the
Credit  Agreement,  this Note may not be transferred  except  pursuant to and in
accordance  with the  registration  and other  provisions  of  Article 14 of the
Credit Agreement.

        This Note and the  obligations of Maker  hereunder  shall be governed by
and interpreted and determined in accordance with the laws of Georgia.

        MAKER HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  (A) SUBMITS TO PERSONAL
JURISDICTION  IN GEORGIA OVER ANY SUIT,  ACTION OR PROCEEDING  ARISING OUT OF OR
RELATING TO TIES NOTE, AND (B) WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS
OF ANY  STATE  (I) TO THE  RIGHT,  IF ANY,  TO TRIAL BY JURY,  (II) TO OBJECT TO
JURISDICTION WITHIN GEORGIA OR VENUE IN ANY PARTICULAR FORUM WITHIN GEORGIA, AND
(III) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL, EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL DAMAGES.  MAKER AGREES
THAT,  IN  ADDITION  TO ANY  METHODS OF SERVICE  OF PROCESS  PROVIDED  FOR UNDER
APPLICABLE  LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT,  ACTION OR  PROCEEDING
MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,  DIRECTED
TO MAKER AT THE ADDRESS SET FORTH  ABOVE,  AND SERVICE SO MADE SHALL BE COMPLETE
FIVE (5) DAYS  AFTER THE SAME  SHALL BE SO  MAILED.  NOTHING  CONTAINED  HEREIN,
HOWEVER,  SHALL PREVENT  HOLDER FROM BRINGING ANY SUIT,  ACTION OR PROCEEDING OR
EXERCISING ANY RIGHTS  AGAINST ANY SECURITY AND AGAINST  MAKER,  AND AGAINST ANY
PROPERTY  OF  MAKER,  IN ANY  OTHER  STATE.  INITIATING  SUCH  SUIT,  ACTION  OR
PROCEEDING  OR TAKING SUCH ACTION IN ANY STATE  SHALL IN NO EVENT  CONSTITUTE  A
WAIVER OF THE AGREEMENT  CONTAINED  HEREIN THAT THE LAWS OF GEORGIA SHALL GOVERN
THE  RIGHTS AND  OBLIGATIONS  OF MAKER AND HOLDER  HEREUNDER  OR THE  SUBMISSION
HEREIN MADE BY MAKER TO PERSONAL JURISDICTION WITHIN GEORGIA.






        This Note may not be amended, modified, or changed, nor shall any waiver
of any provision  hereof be  effective,  except only by an instrument in writing
signed by the party against whom  amendment,  change,  modification or discharge
enforcement of any waiver, is sought.

        Whenever used herein,  the words "Maker",  "Payee" and "Holdee' shall be
deemed to include their respective heirs, legal representatives,  successors and
assigns.

                          [EXECUTION ON FOLLOWING PAGE]

<PAGE>


        IN  WITNESS  WHEREOF,  Maker has  caused  this Note to be  executed  and
delivered under seal as of the date first above written.


                         AMERICAN SKIING COMPANY RESORT
                         PROPERTIES, INC., a Maine corporation


                         By: 
                            -------------------------------------
                             Name:  Christopher E. Howard
                             Title: Senior Vice President

                         Attest:
                                ----------------------------------
                                Name:
                                Title:




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