AMERICAN SKIING COMPANY

                               EXCHANGE AGREEMENT

This Exchange Agreement (this "Agreement") is made and entered into as of
October 12, 2004, by and between American Skiing Company (the "Company") and
Madeleine LLC (the "Holder"), the holder of 10.5% Repriced Convertible
Exchangeable Preferred Stock (the "Preferred Stock") of the Company.

                                    RECITALS

WHEREAS, the Holder currently holds 36,626 shares of Preferred Stock of the
Company, representing all outstanding shares of Preferred Stock (the
"Outstanding Preferred Stock"), on behalf of investment funds and accounts
managed by Cerberus Capital Management, L.P. (such funds and accounts,
collectively, the "Beneficiary Owners"); and

WHEREAS, the Holder and the Company desire to exchange the Outstanding Preferred
Stock for Junior Subordinated Notes due 2012 of the Company (the "Notes") on the
terms and conditions set forth in this Agreement (the "Exchange").

NOW, THEREFORE, in consideration of the mutual agreements and obligations set
forth herein, the parties hereby agree as follows:

1.   Exchange of Preferred Stock.

     (a)  Subject to the terms and  conditions  herein,  the Holder  shall sell,
transfer,  surrender and assign to the Company the  Outstanding  Preferred Stock
and in exchange therefor, the Company shall issue to the Holder the Notes with a
principal amount equal to the aggregate liquidation preference of such shares of
Preferred Stock plus, without duplication,  accrued and unpaid dividends thereon
(rounded to the nearest multiple of $100).

     (b) Subject to the terms and conditions herein, the closing of the Exchange
(the "Closing") shall occur immediately  following the closing of the New Credit
Agreement (as defined in Section 3(b)) at the offices of Paul,  Weiss,  Rifkind,
Wharton & Garrison LLP or such other time and place as the parties agree.

     (c) At the Closing, (i) the Holder shall deliver to the Company one or more
certificates or other instruments  representing the Outstanding  Preferred Stock
duly endorsed in blank or  accompanied  by  appropriate  instruments of transfer
duly endorsed in blank,  (ii) the Company and the Holder, as trustee shall enter
into an indenture governing the Notes (the "Indenture") which Indenture shall be
in the form  attached  hereto as Exhibit A (with such changes as the parties may
agree), (iii) the Company shall issue the Notes (which shall be in substantially
the form attached as an exhibit to the Indenture  attached  hereto as Exhibit A)
in  certificated  form registered in the name of the Holder and (iv) the Holder,
as trustee under the Indenture, shall authenticate the Notes.
<PAGE>

     (d) The Company  shall notify the Holder of the  proposed  closing date and
the  principal  amount of the Notes to be issued at least two days  prior to the
Closing.

     (e) Each of the Company and the Holder  agrees to execute and deliver  such
other documents and instruments of transfer as may be necessary to carry out the
Exchange.

2.   Representations, Warranties and Covenants.

     (a) The Holder, for itself and for each of the Beneficiary  Owners,  hereby
represents, warrants, acknowledges and agrees with the Company as follows:

          (i) The Holder is the sole legal  owner of the  Outstanding  Preferred
     Stock, and holds the shares of Outstanding Preferred Stock on behalf of the
     Beneficiary  Owners.  The  shares  of  Outstanding  Preferred  Stock  being
     transferred  hereunder  are  free  and  clear  of  any  liens,  charges  or
     encumbrances  and upon completion of the Exchange,  the Holders will convey
     to the Company good title to the shares of Outstanding Preferred Stock free
     and clear of all liens, charges and encumbrances.

          (ii) The Holder  and each of the  Beneficiary  Owners  are  "qualified
     institutional  buyers" as defined in Rule 144A under the  Securities Act of
     1933, as amended (the "Securities Act").

          (iii) The Holder and each of the Beneficiary  Owners are acquiring the
     Notes for the Holder's own account for investment only, and not with a view
     towards their distribution in violation of the Securities Act.

          (iv) The Holder and each of the  Beneficiary  Owners  have  sufficient
     experience  in business,  financial  and  investment  matters to be able to
     evaluate the risks involved in the investment in the Notes.

          (v) The Holder and each of the Beneficiary  Owners understand that the
     Notes have not been registered under the Securities Act and, therefore, may
     not be  transferred,  resold or  otherwise  disposed of except as permitted
     under the Securities Act and applicable state securities laws,  pursuant to
     registration or exemption therefrom.

          (vi) (A) The  Holder  is duly  formed,  validly  existing  and in good
     standing under the laws of its  jurisdiction  of formation,  (B) the Holder
     has all of the power and authority  necessary to enter into this  Agreement
     and to  consummate  the  transactions  contemplated  hereunder and (C) this
     Agreement  has been duly  authorized,  executed and delivered by the Holder
     and is a valid and binding  obligation of the Holder,  enforceable  against
     the  Holder  in  accordance  with  its  terms,  except  (x) as  limited  by
     applicable bankruptcy, insolvency, reorganization, moratorium or other laws
     of general application  affecting  enforcement of creditors' rights and (y)
     as limited by general  principles of equity that restrict the  availability
     of equitable remedies.

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<PAGE>

          (vii) Upon  consummation of the Exchange,  the Holder,  for itself and
     each of the Beneficiary  Owners,  solely in their capacity as owners of the
     Outstanding  Preferred  Stock,  hereby releases and forever  discharges the
     Company, its subsidiaries,  affiliates,  officers, directors,  shareholders
     and  employees  from  any and  all  actions,  causes  of  action,  damages,
     responsibilities  and liabilities arising from or related to the failure by
     the Company to redeem the  Outstanding  Preferred  Stock on or prior to the
     Closing.

     (b) The Company hereby represents,  warrants,  acknowledges and agrees with
the Holder as follows:

          (i) (A) The Company is duly incorporated, validly existing and in good
     standing  under  the laws of the State of  Delaware,  (B) it has all of the
     corporate power and authority necessary to enter into this Agreement and to
     consummate the transactions  contemplated hereunder, (C) this Agreement has
     been duly authorized,  executed and delivered by the Company and is a valid
     and binding obligation of the Company,  enforceable  against the Company in
     accordance with its terms, except (a) as limited by applicable  bankruptcy,
     insolvency, reorganization, moratorium or other laws of general application
     affecting  enforcement  of creditors'  rights and (b) as limited by general
     principles of equity that restrict the availability of equitable remedies.

          (ii) (A) the Company has all  necessary  power and  authority to enter
     into  the  Indenture  and  perform  its  obligations  thereunder;  (B)  the
     Indenture  has been duly  authorized  by the Company and, when executed and
     delivered to the Company and the Holder, as trustee,  pursuant to the terms
     thereof,  will constitute a valid and binding obligation of the Company and
     enforceable against the Company in accordance with its terms, except (x) as
     limited by applicable bankruptcy, insolvency, reorganization, moratorium or
     other laws of  general  application  affecting  enforcement  of  creditors'
     rights and (y) as limited by general principles of equity that restrict the
     availability of equitable remedies.

          (iii)  (A) the  Company  has all  necessary  power  and  authority  to
     execute,   issue  and  deliver  the  Notes  and  perform  its   obligations
     thereunder;  (B) the Notes have been duly  authorized  by the Company  and,
     when executed, authenticated and issued in accordance with the terms of the
     Indenture  and  delivered to the Holder  pursuant to this  Agreement at the
     Closing,  will  constitute  valid and binding  obligations  of the Company,
     entitled to the  benefits of the  Indenture,  and  enforceable  against the
     Company in accordance with their terms, except (x) as limited by applicable
     bankruptcy, insolvency, reorganization, moratorium or other laws of general
     application  affecting  enforcement of creditors' rights and (y) as limited
     by general principles of equity that restrict the availability of equitable
     remedies.

3.   Conditions Precedent.

     (a) The  obligations  of the Holder  hereunder to  consummate  the Exchange
shall be subject to  satisfaction  (or  waiver by the  Holder) of the  following
conditions:

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<PAGE>

          (i) all of the  representation and warranties of the Company contained
     in Section  2(b) are true and  correct in all  material  respects as of the
     Closing as if made on such date; and

          (ii) the  Company  shall  have  accepted  for  payment  and paid for a
     majority of the  outstanding  12% Senior  Subordinated  Notes due 2006 (the
     "Senior  Notes")  pursuant  to the  terms of the  Offer to  Purchase  dated
     October 12, 2004 (the "Offer to Purchase"),  the supplemental indenture for
     the  proposed  amendments  to the  indenture  relating to the Senior  Notes
     described in the Offer to Purchase  shall have been  executed and delivered
     and such proposed amendments shall have become operative.

     (b) The  obligations  of the Company  hereunder to consummate  the Exchange
shall be subject to the satisfaction (or waiver by the Company) of the following
conditions:

          (i) all of the  representations and warranties of the Holder contained
     in Section  2(a) are true and  correct in all  material  respects as of the
     Closing, as if made on such date;

          (ii) the Company  shall have  entered  into new credit  agreements  on
     substantially  the terms set forth in the commitment  letter (including the
     term sheets delivered in conjunction therewith),  dated September 28, 2004,
     with General Electric Capital Corporation, GECC Capital Markets Group, Inc.
     and Credit Suisse First Boston (collectively,  the "New Credit Agreement"),
     and the closing of, and the initial funding under, the New Credit Agreement
     shall have occurred; and

          (iii) the  Company  shall have  accepted  for  payment  and paid for a
     majority of the outstanding Senior Notes pursuant to the terms of the Offer
     to Purchase,  the supplemental indenture for the proposed amendments to the
     Indenture  relating to the Senior Notes  described in the Offer to Purchase
     shall have been executed and delivered and such proposed  amendments  shall
     have become operative.

4.   Termination.  If the Closing shall not have  occurred  prior to January 11,
     2005,  either party may terminate  this  Agreement by written notice to the
     other party; provided,  however (i) that any party hereto that breaches its
     obligations hereunder shall have no right to terminate this Agreement;  and
     (ii) the  termination  of this  Agreement  shall not relieve any  breaching
     party from any liability  arising from the breach of its obligations  under
     this Agreement.

5.   Supplemental  Indenture.  (a) At or immediately  prior to the Closing,  the
     Company and Oak Hill Capital  Partners,  L.P. as trustee shall enter into a
     supplement  to the  indenture,  dated as of August 31,  2001,  between  the
     Company  and Oak  Hill  Capital  Partners,  L.P.  (the  "Convertible  Notes
     Indenture") that, among other things,  extends the maturity of the 11.3025%
     Convertible  Subordinated  Notes  due 2007 (the  "Convertible  Subordinated
     Notes") to the same date as the  maturity  date of the Notes in the form of
     Exhibit B hereto (the "Convertible Notes  Supplemental  Indenture") and (b)
     at or prior to the Closing, the Company and Oak Hill Capital Partners, L.P.


                                                                               4
<PAGE>

     shall not  amend,  modify or alter  any terms of  Convertible  Subordinated
     Notes  or the  Convertible  Subordinated  Notes  Indenture  other  than  as
     provided for in the Convertible  Notes  Supplemental  Indenture;  provided,
     however,   that  neither  party  shall  be  obligated  to  enter  into  the
     Convertible  Notes  Supplemental  Indenture if the  conditions set forth in
     Section 3(b) hereof are not satisfied or waived.

6.   Successor Trustee. If the Holder transfers,  sells,  assigns or conveys any
     Notes to any person that is not an Affiliate (as defined in the  Indenture)
     of the  Holder  or the  Beneficiary  Owners  and if the  trustee  under the
     Indenture  either  resigns or is removed  pursuant  to Section  8.08 of the
     Indenture,  the  Company  hereby  agrees to  promptly  appoint a  successor
     trustee  that  complies  with  the  terms  of the  Indenture  and is not an
     Affiliate  of the  Company,  Oak Hill  Capital  Partners,  L.P. or Oak Hill
     Securities  Fund,  L.P. at the  Company's  expense,  which trustee shall be
     reasonably satisfactory to the Holder.

7.   Successors and Assigns; No Third Party Beneficiary.  This Agreement may not
     be assigned  or  transferred  by either  party  without  the prior  written
     consent of the other party.  Nothing in this Agreement is intended or shall
     be construed to confer upon,  or give to, any person other than the parties
     hereto and their  respective  successors and assigns any rights  whatsoever
     and  all of the  terms,  covenants,  conditions,  promises  and  agreements
     contained in this Agreement shall be for the sole and exclusive  benefit of
     the parties hereto and their respective successors and assigns.

8.   Entire  Agreement;   Amendment.   This  Agreement  constitutes  the  entire
     understanding  and  agreement  among the parties with regard to all matters
     herein, and there are no other agreements,  conditions or  representations,
     oral or written,  express or implied,  with regard thereto.  This Agreement
     may be amended only by an instrument in writing signed by each party.

9.   Notice.  All notices and other  communications  required or permitted under
     this  Agreement  must be in  writing  and will be  deemed to have been duly
     given:  (a) upon  personal  delivery to the party to be notified,  (b) when
     sent by confirmed  facsimile if sent during  normal  business  hours of the
     recipient,  if not,  then on the next  business  day,  (c) five days  after
     having been sent by registered or certified mail, return receipt requested,
     postage  prepaid,  or (d) one business day after  deposit with a nationally
     recognized overnight courier,  specifying next business day delivery,  with
     written verification of receipt. All notices to a party hereto must be sent
     to the addresses set forth below or to such other address or person as such
     party may designate by notice to each other party.

                       If to the Company:

                           American Skiing Company
                           P. O. Box 4552
                           136 Heber Ave.
                           Park City, UT  84060
                           Telecopy:    (435) 615 0340
                           Attention:   Chief Financial Officer

                                                                               5
<PAGE>

                  with a copy to:

                           American Skiing Company
                           One Monument Way
                           Portland, ME  04101
                           Attention:  Foster Stewart

                  and a copy to:

                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                           1285 Avenue of the Americas
                           New York, NY  10019
                           Telecopy:  (212) 373-2377
                           Attention:  John C. Kennedy, Esq.

                        If to the Holder:

                            Madeleine, LLC
                            299 Park Avenue
                            New York, NY 10171
                            Attention:  Mark A. Neporent


                  with a copy to:

                           Stuart D. Freedman, Esq.
                           Schulte Roth & Zabel LLP
                           919 Third Avenue
                           New York, NY 10022

10.  Governing Law. This Agreement shall be governed by the laws of the State of
     New York applicable to agreements made and to be performed  entirely within
     such State.

11.  Headings.  The headings of the sections of this  Agreement are inserted for
     convenience   only  and  shall  not   control  or  effect  the  meaning  or
     construction of any of the provisions of this Agreement.

12.  Counterparts.  This  Agreement may be executed by the parties hereto in one
     or more counterparts, each of which when so executed and delivered shall be
     an original,  but all such counterparts  shall together  constitute one and
     the same instrument.



                                                                               6
<PAGE>


                            AMERICAN SKIING COMPANY


                            By: /s/ Foster A Stewart, Jr
                               ------------------------------------------------
                               Name: Foster A Stewart, Jr
                               Title: Senior Vice President, Secretary and
                                      General Counsel


                            MADELEINE LLC


                            By:  /s/ Mark A Neporent
                               ------------------------------------------------
                               Name: Mark A Neporent
                               Title: Vice President and Chief Operating Officer


Accepted and agreed with respect to Section 5 hereof only:

Oak Hill Capital Partners, L.P.,

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

By:  OHCP MGP, LLC, its general partner

By:  /s/ Kevin C Levy
   ------------------------------------------------
   Name: Kevin C Levy
   Title: Vice President



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